Avenging is Friendship
by Spidershadow5
Summary: Sequel to From the Ashes. Twilight Sparkle and the others are friends with Earth's Mightiest Heroes! How cool is that! Following their victory, the heroes of two worlds keep in touch, visiting each other, working on projects together, and doing all the things that friends do. These are their stories. (Connected one-shots. Suggestions welcome)
1. Twilight Sparkle: Relationship Counselor

**Earth, Avengers Compound**

The pristine white car came slowly up the driveway to the building, the security guards raising the gate accordingly. Pepper Potts guided the car at a low speed into the parking garage, slotting into her reserved parking space, before shutting off the car. But she didn't get out, merely sitting with her hands on the steering wheel.

Pepper wasn't sure how she'd managed to drag herself to the Compound, given how she'd been avoiding Tony for months. Sure, they were taking a "break," but Pepper doubted that many couples who said that actually came back from the break. What was worse was the guilt. Their argument had been started by her, and Tony had barely raised his voice to defend himself. Though she doubted he'd ever admit it, Pepper suspected that she'd damaged his pride at least, and it ached inside her. All she wanted was to make a point, but her temper had seen fit to sabotage everything.

The whole debacle with the Sokovia Accords probably wasn't helping the inventor's stress levels. Pepper hadn't been in contact with Tony since it happened, but she knew the nightmare that had resulted. Steve was gone, on the run from the law, along with most of the team. Tony, Vision, and Rhodey were the only ones left. Bruce had been missing for more than a whole year. Pepper's empathy was tinged with her own sadness. The Avengers had been her friends, too, especially Steve and Bruce. Now, who knew where they were.

And then there was the topic of their fight. Tony had talked about retirement before, sometimes even planning how to reach it, but it never happened. There was always another mission, another raid. While Pepper regretted the way that she'd brought up her concerns, she still believed that they were valid. She respected Tony's bravery and all the good he did, but the fact remained that every time he had to become Iron Man, he gambling with his own life. It was something that was tearing her apart, making it more and more difficult to sleep, wondering whether or not Tony was being pummeled to death while he wasn't beside her.

Pepper supposed her desire to work things out had finally gotten strong enough to push her here. Ultimately, Tony was a good man, and he deserved a chance to defend his position at least. Finally, Pepper found the strength to climb out of the car, walking into the building and following the path towards Tony's lab.

As she approached the entrance, Pepper's ears began to pick up three distinct voices inside, speaking above the whir and sparking of machinery. One was Tony's, obviously. One was Bruce's, which brought a touch of joy to Pepper's heart, although she wondered exactly when he'd gotten back. But the third voice was someone she'd never heard before. A young female, from what she could tell.

"...are we sure that the arc reactor can take that much mana?"

"Assuming my conversion math is right, which it usually is, yes."

"I think we need to go up 29%, though. Don't want anything exploding in mid-flight."

"Oh my goodness, can you imagine the jets failing, and you just fall out of the sky?"

"Believe it or not, that happened with the Mark I. Boy, what a nightmare that was."

Pepper froze with her hand halfway to the doorknob. Did Tony get some new lab assistant? How old was she? What-

 _No. Stop. Don't be the jealous, clingy girlfriend,_ Pepper reprimanded herself. _I'm sure there's a perfectly innocent explanation._

Steeling herself, Pepper grasped the doorknob, and pushed.

"Tony, I-" she started, but stopped in her tracks. "What...what the hell?!" she almost shouted.

Tony was sitting on a stool in the middle of the room, messing around with the suspended torso of one of the Iron Man suits, one she didn't recognize. Bruce was seated over at the computer, a 3-D projection of the suit brought up, apparently assisting with the modifications as well.

But what truly drew Pepper's attention was the...creature sitting below the Iron Man suit, a pair of welding goggles affixed to its head. It looked like a small horse, but purple in color, with a mane and tail of pink and dark blue. Additionally, a horn stuck out from its head and a pair of wings jutted out from the sides. The horn glowed, apparently levitating one of Tony's welding torches up to the metal of the suit. Wrapped around the creature's chest was a belt, holding two capsules that glowed with magenta light.

"P-Pepper!" Tony stammered, whipping off his own goggles as he stumbled to his feet, "I-I didn't know you were coming, er...you didn't call, did you? If they're dropping my calls, I swear to God..."

"No..." Pepper mumbled, clearly unfocused, as she stared at the strange creature.

"Oh, you must be Pepper Potts!" said the creature in the female voice Pepper had heard before. She removed her goggles as she walked over to the woman, before flapping her wings so that they were at eye level. "Tony's told me a bit about you! My name's Twilight Sparkle, it's a pleasure to meet you." She stuck out one hoof, apparently expecting Pepper to shake it.

"You...you can talk?" Pepper breathed, staring at the alien being.

Oddly enough, Twilight didn't take offense to her unbelieving shock, merely giggling a bit. "Don't worry," she replied, "I've gotten that reaction before on this planet. I understand humans aren't used to seeing ponies like me."

"I...I..." Pepper tried to say something. On some sort of reflex, she reached out and grasped Twilight's hoof, shaking it mechanically.

"Sorry we didn't clean up," Bruce spoke up, moving from his spot at the computer station, "We weren't expecting anybody." The lab did look pretty messy, loose tools scattered everywhere with no apparent pattern.

Pepper tried to get her bearings. "Tony," she started, pointing at Twilight, "When...how...why?"

"It's a long story that involves interstellar travel, goat-headed humanoids, and an evil unicorn," Tony responded, as though these were everyday topics, "But she's a friend, don't worry."

"Yeah, we've only known each other a little while," said Twilight, "We're working on upgrading Tony's suit, trying to incorporate magic. I'm thinking we can find a way for it to actually cast spells. The thing is, I don't know if the suit's AI can actually comprehend the mental work needed to actually meld the magic in the proper method. We-"

"Whoa, whoa, whoa," Pepper cut her off, "Magic? You're telling me magic is not only real, but it's a quantifiable science, and you can use it with the suit?!"

"Bruce, Twilight, can you give us a minute?" Tony spoke up.

Bruce understood immediately, getting out of his chair and walking to the door. Twilight opened her mouth to protest, but a quick look from Bruce prompted her to rethink it. She levitated the welding mask off of her head, before following the physicist.

"So, uh..." Tony started, "I guess we have a lot to talk about."

"...yes, yes," Pepper answered, thrown off by the entire encounter up to this point. This wasn't how she'd anticipated this visit going, naturally. "I, er...I'm sorry I didn't call ahead."

"No, it's fine," Tony replied, "I don't blame you. If you had, I might've chickened out. You know I'm not good at deeply personal conversations."

Pepper took a quiet glance at the Iron Man suit perched in the center of the room. Not too different from most of Tony's recent designs, with the exception of the shape of the arc reactor light, now changed to a six-pointed star. Also, the arm seemed to contain a device reminiscent of Twilight's horn.

"So, I guess she got interested in the suit," she said, searched for a conversations topic.

"Oh, you have no idea," Tony replied, "She's fascinated with Earth sciences. Their technology isn't as advanced as ours, though they have magic. She picks up remarkably fast."

Pepper asked the obvious question. "So, how exactly did you end up having a horse-esque life form from a magic planet crashing on your couch?"

"She's actually only here to visit. We've got a warp system set up so we can jump back and forth from here to Equestria." He pointed to a corner, where a large, decorated mirror and a red book sat. "Her, Bruce, and I combined our brains to create a stable portal device across the universe with the mirror. The book is basically a magic text message network. And check out this!" Tony reached into his shirt, pulling out a shining gold medal, inscribed with the Avengers symbol, and a sun and moon on either side. "Tony Stark, Knight of Equestria. God, I need that on a plaque."

"I'm assuming Ross doesn't know about this," Pepper joked.

"No, the Accords weren't written for other planets. Plus, guys from over there stole from my stuff, and I didn't even get it back," Tony complained, "On top of the bad guy trying to make us kill each other. Steve and the others showed up, and we yelled at each other some more, they actually made us talk it out...dang, I think I might need to actually write that down."

Pepper opened her mouth to make another quip, but she didn't have it in her. She swallowed, trying to find a way to say what she knew needed to be said.

"Tony..." she started, quietly, "You aren't going to quit, are you?"

"I...I..." Tony stuttered, completely caught off guard. In hindsight, he shouldn't have been. The second Pepper walked in, he knew this conversation was coming, but that, of course, didn't mean he had to like it.

"I...all I can do is be honest: I don't think I can," Tony finally got out, "I just can't."

"Why not?" Pepper protested, "I mean, you started being Iron Man to destroy your weapons that ended up in the hands of terrorists, to fix your mistakes. Now, Stark Industries provides aid to people all over the world, is on the edge of sustainable technology, and...and..." She cupped her head in her hand. "I just don't understand."

"Well, what would you have me do?" Tony protested, "I mean, Vision, Rhodey, and I are technically the only Avengers left, Hydra's still out there, some douche with powers or a suit always tries to take over the world, no matter how many times we-" He sighed, rubbing his head with both hands. "Not using the suit to help people is just irresponsible. I can't just sit back and do nothing."

"I know, but..." Pepper protested, "You remember the first time you went out, and I found you with your suit full of bullet holes? Whenever you're busy, I keep thinking this'll be the night when they'll have to cut your mangled corpse out of your suit, or you'll be so crushed they'll pour you out it, and-"

"Um, excuse me?" came a small voice from the door.

Tony and Pepper turned, finding the door wide open, revealing Twilight standing in the gap. Bruce appeared above her, mouthing "Sorry," with a sheepish look on his face. Clearly, the pony had ignored his urgings to walk away.

"Listen, Miss Potts," Twilight started, apprehensively, "I know that it's not really my place-"

"It's not," Pepper snapped in the heat of the moment, but she immediately regretted it, based on how Twilight flinched. Nevertheless, the pony continued.

"Look, I don't think either of you are really in the wrong here. You worry about Tony getting hurt or killed while acting as Iron Man, which makes sense. Tony's told me about what he does, and it's a dangerous job. Tony, you don't want to give up helping people, and you don't want somebody to die just because you didn't take any action." She didn't have to elaborate on that remark, as the words of Spider-Man hung over both her and Tony.

"I know, there isn't really a good compromise you could take here. Or if there is, I can't see it. All I can offer, I guess, is try to see it from the other's point of view." Twilight took a fond glance at Tony. "Tony helped save my world, my people. I believe that Iron Man serves the greater good."

With that, she turned on her hoof, walking back out.

Left alone with her thoughts, Pepper considered what the pony had said. Okay, Tony did a lot of good as Iron Man. If he helped save that pony's entire race, that just added more fuel to his side of the argument. Was she being selfish? Logically, she supposed she was, if she wanted Tony to just tell all the people he could help that Iron Man's girlfriend had decided it wasn't in his best interests to save them. Yes, both sides needed to make sacrifices in relationships, that was how they worked. But maybe asking Tony to give up Iron Man was one too big to ask.

At the same time, she wanted to stick to her principles. She'd given up a lot, trying hard to manage Stark International, keeping Tony's head above the PR waters (though she had to admit, she probably wouldn't get a better career opportunity than that). Tony wasn't the perfect boyfriend, especially after New York, with all the obsessive building of new suits, the remote control armor, and all the insistence that he was just preparing for the inevitable next invasion.

Then again, what had she done while Tony was coming down with his anxiety attacks? When he'd accidentally activated the Iron Man suit in his nightmare? She'd immediately tried to divert his attention, told him to go back to her, to just ignore it. Then she'd gotten frustrated with him, all for something he couldn't even control. Heck, she'd even left him alone in bed in anger over something he did in his sleep. Okay, announcing his address on live television to the Mandarin was bad, but the point still stood. Looking at herself, Pepper wasn't sure who took the most in their relationship anymore. Tony wasn't perfect, far from it, but she hadn't taken a look at herself in a while.

"Tony..." she started, "I'm not sure what's weirder: the fact that I'm willing to say this, or the fact that it's being prompted by a magical talking pony from another planet but...I'm sorry."

Tony actually flinched. Pepper wasn't surprised. Neither of them had anticipated this.

"I'm not saying I was one-hundred percent wrong about the whole Iron Man thing, but maybe I was too hard about it. You were always willing to change for the sake of us, and I admit, I've been pretty inflexible. Despite all my complaining, I want to make it work. I love you, and..." She struggled to find anymore words to say, her emotions failing to mesh properly with the English language.

Tony decided it didn't matter, though, as he moved to embrace the woman, his arms wrapping around her shoulders. Pepper returned the embrace, feeling Tony's body heat warm her. They held the position for almost an entire minute, eventually parting.

Pepper felt a massive weight rise from her shoulders. It was as though Twilight Sparkle had actually levitated it from her back. It wasn't something she'd ever have anticipated from a creature straight out of a little girl's mythology book. Perhaps there was more to that pony than she'd guessed.

"Well, I gotta say, I feel a lot better than I did this morning," Tony announced happily.

"So any chance you could tell me about your interstellar adventures with ponies?" Pepper asked.

Tony returned the smile, walking over to the computer desk to shut off the Iron Man program. As he did so, he took a quick look at a small file labeled "Project Rescue." With a warm feeling in his heart, he quietly moved it offscreen.


	2. Session 1

**Equestria, Canterlot Castle**

Princess Luna sat quietly on her favorite chair, leaning back to allow the comforting material to contort to her body shape. She sipped a glass of herbal tea as she waited, looking out the window at Celestia's midday sun. It was a comfortable day, even as approaching events dominated her mind.

To say that Luna wasn't nervous would be a lie. In all her years, she'd never gone into a situation of this sort before. Not to mention she wasn't a licensed psychologist. Still, she'd tentatively suggested the idea during her turn with the blue journal, and it had been received well. She believed her personal experiences could be drawn upon in this scenario to help someone heal. That being said, she wasn't exactly looking forward to it. You didn't have to be a genius to know that Luna's time as Nightmare Moon wasn't a pride-inducing period for her, and the idea of having to revisit it sent shivers down her spine. The good news was that the spotlight wouldn't be on her.

Luna's thoughts were interrupted as the door swung open. Standing in her doorway was Bucky, escorted by two Royal Guards. Luna smiled as she took in his appearance, noting that he was much more clean shaven than the last time she'd seen him, and he'd finally allowed someone to cut his hair. The man was dressed casually in a red shirt and jeans, along with a flesh colored glove worn over his left arm, giving the metal limb the appearance of a normal one, something she hadn't seen before. Luna mentally slipped the detail into the back of her mind, thinking it might come up during their discussions.

"Right on time," she said warmly, getting off her chair and trotting over to Bucky.

"Yeah," he replied, shaking Luna's front hoof, "I almost backed out, but Shuri wouldn't have it."

"She's the sister of King T'Challa, right?"

"Yes. You'd probably like her."

Bucky took the seat across from Luna's, his arms laying across the armrests. Though he leaned back into the chair, Luna's keen eyes noticed he didn't relax his shoulders, keeping them tensed and stiff. Luna dismissed the guards, returning to her chair.

"May I get you anything to drink? Tea? Water?" she asked, tentatively.

"No thanks," was Bucky's simple answer, "So, let's get down to why we're here."

"Well, as I said in the journal, you still carry a heavy burden of emotional distress concerning the Winter Soldier, and it would be hazardous to your health to just disregard it. We've spoken before about our similar experiences, and I honestly believe I could provide a great deal of assistance."

"I guess that makes sense," Bucky replied, "It's not like anybody else back home has a story like this."

"Very well," Luna braced herself against the chair, clopping her front hooves together, attempting to take charge from the get-go, "Let us start with exactly what happened. I know you gave me an abridged version, but I'm sure you excluded some details."

Bucky flinched at the idea, but he spoke anyway.

"During the war, I went off to serve in our country's army, leaving Steve behind. You have to understand, before, Steve used to be a scrawny guy, and he was sick all the time. Not real soldier material, though that didn't stop him from trying to enlist, and picking fights with bullies. I must've covered his hide more times than I can count. Of course, all that changed when Steve joined the super soldier project, but I wasn't there at the time.

"Back to me. My squad was ambushed and captured. I was used as a test subject for Hydra, pumped full of attempts to replicate the super soldier serum. When Steve got me out, I didn't notice anything different, but they must've done something. Because I didn't die when I fell off a train into a canyon of ice." He shivered at the thought, remembering how every part of his body started to numb with the cold.

"That was when some of Zola's men found me. He probably just wanted to study the long-term effects of his serum on my corpse, but I surprised them by actually being alive. He managed to make the serum a closer approximation of the one Steve got, and I got stronger, faster. They had to amputate my left arm, then crammed that chunk of metal onto my stump. That's when they started the brainwashing."

Bucky's hand moved to his skull, clutching it as he ground his teeth together, his words causing old wound to reopen. Luna kindly levitated a cup of water over to him. "It's okay. Take your time."

Bucky took a long sip, perhaps hoping to drown out the memories. He eventually set the cup down with a gasp, taking another deep breath before he continued. "They started with more injections. Chemicals they'd developed to try and completely erase a subject's memories. They didn't work, all I remember is that they burned, but I think the serum managed to protect me from any permanent damage. Then they moved on to the electroshocks."

Luna gasped. Bucky actually gave a small chuckle at her response.

"Yeah. They'd basically zap my brain, trying to trick it into thinking 'Free will equals bad.' Eventually, they did manage to imprint those code words. Every time somebody said those out loud, I'd basically go into Winter Soldier mode, where I'd obey all their commands, and I wouldn't recall anything when it wore off. Then they kept cryogenically freezing me, only letting me out for missions. That's why I aged so little."

"And how much of your memory from those times have you recovered?" Luna asked, hesitantly.

"Most of it," Bucky answered, "Not all of it. You remember all those faces, in my dream?" Luna nodded. "Those were the targets I took out."

"Did you ever have any measure of control in 'Winter Soldier Mode?'"

"Not really. There are times I remember where something triggered a bit of memory recall in me, like a familiar sight, when I was working in America. The soldier was mostly just...lost during those times, like he couldn't comprehend thoughts that weren't orders. Anyway, they wiped me so often it never made a difference."

"So you started to regain control when you saw Captain Rogers. What was that like?"

Bucky stayed quiet for a few seconds, contemplating his answer. "It was...It's hard to describe. I remember being confused at first. He saw my face, and he called me Bucky...it was the first time I hadn't been called soldier, or asset. Then there were faint images, memories. There were flashbacks of older times, when he called me Bucky before."

"And those were different from the temporary recalls when you were the soldier?" Luna asked. Internally, guilt gnawed at her insides for her tactics, attempting to lead Bucky into an epiphany. It felt dishonest, somehow.

"Well, yes," Bucky replied, apparently not realizing exactly where they were headed, "I was never coherent enough to ask my superiors questions before.

Luna took a breath before going for the jugular.

"So, if you didn't have any control back until you met Steve again, how can you be responsible for not stopping yourself before?"

Bucky flinched, as though struck across the face. It was as though his brain had built a wall around his guilt, and Luna's logic had been the hammer smashing through the bricks. He wrapped his arms around himself, attempting to fight off the sudden chill that'd flown through his bones.

"I...that is...maybe my logic is flawed, but..." he stammered, "Even looking at it that way...I just can't let myself believe..."

"I understand," Luna replied, "You see the destruction your hooves-er, hands-caused, and your guilt seems absolute. You can be bombarded with evidence that defends you, but it won't ever convince you."

Bucky looked up. "What was it like? For you?" he ventured.

Luna looked down in silence for a few moments, before she answered. "It felt like I was chained in a pitch black dungeon. My only light source was through the eyes of Nightmare Moon, as I watched everything she did. I couldn't move, but I could feel through all her senses. I heard the screams of ponies, I felt the magic flow through my horn as I attacked Celestia. And I remembered I invited her into my body. It was as though I had agreed to let myself be locked in a casket, then wondered why I couldn't move inside."

She looked Bucky in the eye. "Yes, I did not know what she would do, but I'm intelligent enough to know when a deal is too good to be true. Yet I ignored those instincts, too concerned with my own desires. I acknowledge that mistake, even if ponies tell me they don't blame me for her actions."

Bucky was quiet for a minute, before he muttered, "But it doesn't leave you, does it?"

"No," Luna admitted, "Even when you forgive yourself...it's not something that fades entirely."

Bucky sighed. "I want to forgive. I want to move on with my life. But...you see, I'm a believer in atonement. You have to work in order to earn your forgiveness. How can I ever do enough to make up for-"

"Well, I think you should not consider those thoughts useful to you," Luna answered, "There's no way to mathematically configure redemption, saying if you do this many good deeds, you'll be forgiven. Believe me, I've tried." The two of them shared a light chuckle. "Though, for what it's worth, if you could do that, I'd say you're pretty far along. Especially since I think you're far more of a victim than you give yourself credit for. Of course, I can sit here saying those things to you all day, and it won't shut off those thoughts, will it?"

"Probably not," Bucky replied.

"Try thinking of it this way. It helped me," Luna continued, "Would you keep doing those things? Do your desires line up with the Winter Soldier's?"

"...no."

"Nightmare Moon may have been born from my darkest desires," Luna said, "But I never wanted eternal night. Not even at the maximum of my rage. Your demon wasn't even molded from you, he had nothing in common with you. You know that, don't you?"

"I suppose," Bucky admitted, "But still...people are dead. Steve and Natasha both got shot, Stark lost his parents...someone has to be responsible. Those deaths weren't just senseless accidents."

"True," said Luna, "But perhaps it does not have to be you." She looked at his arm. "One more question: Why have you started covering up your prosthetic? I never saw you do so before."

Bucky held up the aforementioned limb. "Well...I guess it was my way of getting past it. I thought, if I couldn't see how Hydra altered me, maybe I'd stop remembering it. I know it's illogical, especially considering this isn't the arm they gave me, but still."

"There's nothing wrong with covering it," Luna replied, "But full denial of it is not healthy. From what I've seen, that arm is an asset in battle. As I stated, concealing it alone will not hurt you, but do not allow yourself to forget the power it can give you."

She glanced over at her clock. "I think that's enough for today. Do you have anything else you need to get off your chest?"

"No," replied Bucky, getting to his feet, "I really appreciate you taking the time to do this. I think it's helpful."

"What are friends for?" Luna said, getting to her hooves.

They hugged once more, Luna getting on her hind legs to wrap her forelimbs around Bucky's neck. Giving the lunar diarch a kind smile, Bucky left the room, leaving Luna alone. She enjoyed the warm feeling in her stomach, knowing that, if nothing else, she'd reached his heart.


	3. The Experiment

**Equis, Ponyville**

"So, what exactly is this experiment?" Steve asked nervously.

Currently, Steve, Wanda, and Thor were gathered in the Palace of Friendship, having been called by Twilight just a few minutes previously. On Earth, there was no important mission to deal with at the moment, and Asgard was settled, so nobody's schedule had been interrupted. Currently, only Twilight, Starlight, and Spike were with them.

"It's simple," replied the alicorn, "There's a fairly complex 'species-change' spell that I've learned, and I was reminded of it when I reread 'Advanced Magical Transmutation.' What it does is magically scan a creature, then targets a second, temporarily molding them into the same species as the first. I've used it before, turning myself and the others into Breezies (long story), but I've never had the chance to try turning another species into a pony before. And since there's never been a recorded test on humans..."

Steve's jaw dropped. "You're not serious."

Thor chuckled, clapping him on the back. "Oh, come on, Captain! I've had this done to me in Equestria's past! What, are you afraid of losing your abs?" Steve glared at him.

"Um, Twilight?" asked Spike, tugging on her wing, "If Thor's really undergone this spell, why do you need to try it on humans? Aren't Asgardians and humans really similar?"

"From what Thor's told me," Twilight began, "Asgardians have similar biology, but they aren't exactly the same. For one thing, Asgardians are more attuned to magic, being exposed to it far more frequently in their daily lives. Probably explains why they live so much longer. We don't have a complete guide on how human bodies will react to the induction of magic, so this is important research."

"Wait, you don't know how it'll affect us?" asked Wanda, sweat beginning to form on her temples, "Starlight, you've thought this one through, right...?"

Starlight winced. "Don't worry. This isn't another one of my careless 'let's-use-magic-to-solve-everything' schemes," she replied, recalling her 'enchanting' of Twilight's friends with more than a hint of shame, "This is perfectly safe."

"There's a chance that the spell won't even affect your bodies," Twilight continued, "And even if it does, there's a leak purposefully built into the spell's matrix as a precaution. Once enough of the magic leaks out of your bodies, the spell won't have enough power to keep them in their current forms, and they'll just snap back to the way they were before. I've adjusted the spell so it won't last longer than an hour."

"Well, if you're sure," Steve replied, apprehensively tugging at his collar. He trusted her judgement, and if he was completely honest, curiosity ruled his mind. What would it be like, suddenly walking with all four limbs, and growing a new one (or more, depending on the type of pony)? Of course, the thought of becoming something else entirely...nobody would be completely comfortable with that.

"Great!" replied Twilight, oblivious to the soldier's anxiety. She turned to a spiral notebook, facing a page filled with equations she'd scribbled. "Let's see, just got to verify my math, made sure I accounted for your clothes...Yep! Everything checks out!" She put down the book, trotting over to the middle of the room, standing between Starlight and Spike. "Now, if you three could stand over there?"

She pointed to a wide open area, where the humans wouldn't be crowded by any furniture or other items. The three stepped into the designated area, Steve and Wanda swallowing deeply several times to try and hide what they were feeling. Thor needed no such relief, merely twirling Mjölnir on the handle loop.

"This isn't gonna hurt us, right?" Wanda asked, but her voice was so quiet it went unheard.

Taking a breath to prepare herself, Twilight ignited her horn, a faint white glow surrounding the appendage, in addition to her usual magenta aura. Spreading her wings to control her stance, Twilight launched a beam of pure magic at Steve, Wanda, and Thor, enveloping them in her magical nimbus. The three Avengers levitated a short height above the ground.

Turning to Starlight, Twilight cast the second portion of the spell, zapping the pink unicorn and extending the magenta light to her as well, though Starlight didn't float. Bracing herself, Twilight charged the final layer of the spell, aimed it at the three Avengers, and fired.

For a couple of seconds, nothing happened. Steve was just about to ask if something had gone wrong, when a faint tingle began to make its way across his bones. His eyes glowed bright with magic, and from what he could see, a similar phenomenon was affecting the others. Suddenly, a blinding flash of white light obscured the three from view.

The Equestrians were unable to witness the process, but the Avengers certainly felt it. Not that the species transformation was particularly painful, and it only took a few seconds, but the sensations were still there. Steve could actually feel his skeleton reshaping itself, as his spine bent forward, his skull extended to create a muzzle, and his fingers actually withdrew into the keratin covered piece that had once been his hand. A warm, muffling feeling smothered his body, as fur began to grow from his skin, and a faint popping impression above his rear signaled that a tail had grown.

With one more blinding flash, the process was over, and three new Equestrians dropped down onto the crystal floor.

Steve kept his eyes closed, grunting and shaking his head, trying to adjust his body to all the new sensations. Where his skin had formerly been bare, thin hairs emerged from every surface, lightly brushing against each other every time he moved. His brain registered the fact that he now had a fifth limb, though it didn't end in a hand or foot. He could even move his ears now, swaying them from side to side.

"So? What do you think?" Twilight prompted, and Steve heard a thump as some sort of object was set in front of him. He decided it was time to bite the bullet, and opened his eyes.

The object turned out to be a mirror, giving Steve his first look at his new body. Staring back at him was a large, Equestrian stallion, approximately the size of Big Mac or Shining Armor. His body hair was a brilliant sky-blue, a shade even lighter than that of Rainbow Dash. His mane was a version of his old haircut, with straight blond locks that didn't poke out from behind his neck. Standing sideways, Steve noticed that his tail bore fur of the same shade as his mane.

His clothes were a bit of a marvel. His Captain America uniform (minus the mask and shield, of course) had been adapted into a bodysuit fit for a pony, leaving little but his hooves and head uncovered. A small window was open on his flank, thankfully not exposing any parts Steve would've wanted to remain private. However, he could see the Cutie Mark that had appeared on his body, which was simply a picture of his trademark shield.

Attempting to get a better look at himself, Steve reared back, standing on his hind legs, but he wasn't used to the balance, and pitched forward, falling face-first into the crystal floor.

"Careful, now," Twilight said, helping Steve back onto his hooves, but doing a terrible job of keeping the chuckle out of her voice, "Wouldn't want you to hurt yourself."

"Hey, you try walking on two legs your whole life, and suddenly becoming a quadruped," Steve snarked. He carefully settled the appendages that were once his arms, feeling the cool crystal surface through the keratin layers of his hooves. He spread all four legs out, working out the proper stance for his new body.

"It's...bizarre," came Wanda's familiar voice to his left. Steve turned his head, discovering the sound now emanated from a pale red unicorn mare, standing a few inches taller than Twilight. Wanda's brown hair now cascaded down her neck and framed her muzzle. Her new tail was the same color and texture, fanning out in all directions, unlike the shorter hair on Steve's tail. Her limbs were a bit thinner than those of most ponies Steve had seen. Her Cutie Mark was a swirl of red light.

"Ah, I haven't had this form in so long," said Thor, in his booming voice, "It's just as I remember it."

Steve looked past Wanda. Thor had become a massive pegasus stallion, larger than Steve's stallion form. His coat was a steely-gray, and his blond hair had changed into an equally lush mane. His tail was in a pointed shape, like that of cartoonish electricity. His armor's new shape left his Cutie Mark exposed, which was, unsurprisingly, a thunder-cloud emitting several bolts of lightning. The largest difference, of course, were the two giant wings jutting out from either side of Thor's chest. Thor stretched out both of these, allowing the display of his maximum, impressive wingspan. Reaching out with a hoof, Thor called Mjölnir to him, catching the hammer through the loop on the handle. No longer requiring the power of the weapon to fly, Thor took off with a single flap of his wings.

And promptly pitched forward and crashed into the crystal wall.

"Oh my goodness!" exclaimed Starlight, rushing over to the wall and telekinetically lifting Thor off, placing him back on the floor, "Prince Thor! Are you alright?"

Thor wobbled a bit on his hooves, but seemed otherwise unhurt.

"Should've known I'd be out of practice," he chuckled, "I'll be fine. And there's no need for titles, Starlight." He looked around the room. "I don't suppose I could get some additional flying space?"

"Of course," Twilight answered, using her magic to open the doors.

Thor proceeded out of the castle with little trouble, but Steve and Wanda quickly realized they'd have to relearn how to walk. In their new bodies, with twice the number of appendages touching the ground, they found themselves stumbling and tripping, unsure of how and when to set each leg down. Twilight and Starlight rushed over to them.

"Don't worry," said Twilight, "It took me time to get used to a human body. You'll learn."

"Easier said that done," Wanda quipped, as she attempted to take another step, but failed to move her hind leg in addition to her foreleg, resulting in absolutely no forward movement.

* * *

Eventually, Steve and Wanda managed to get enough coordination to actually walk out the front doors of the castle. On the front lawn, Thor was busy becoming reacquainted with his wings, flapping them in a steady beat to keep himself floating a few meters off the ground.

"It's definitely coming back to me," the Asgardian declared, "I'd never outrace Miss Dash, but I think I could manage the weather again."

"I'm still getting over the fact that Equestria actually manufactures their own weather," said Wanda, wobbling across the grass.

"I know, it's the perfect place for someone of my talents," Thor chuckled, "Watch this."

With a flap of his wings, he took off towards a nearby cloud, which he promptly grabbed with both front hooves. Holding the cloud in place, he bounced on it with both hind legs, eliciting a steady stream of water droplets from it. Thor spread his wings once more, pushing him forward, dragging the raining cloud along with him, ensuring that the front lawn of Twilight's castle got a good watering.

"Huh," said Steve, "I don't think I was jealous over the fact that I can't fly until now."

"I can't say I blame you," said Twilight, "Before I got my wings, I found myself envious of Rainbow on occasion. Still, earth ponies are powerful in their own right. Applejack especially taught me that."

"What are my new abilities?" asked Steve, curious.

"Earth ponies have the ability to feel conditions in the soil. That's why so many go into farming or geologic jobs. Additionally, they're the strongest breed of pony, and since you were already enhanced, you're probably the strongest an earth pony could ever become."

Steve felt his muscles. They certainly did seem thicker and harder than they were in his human body, and he was definitely stronger than he had been.

"Why don't we test it out?" said Spike. He pointed to a small tree growing near Twilight's castle. "Try bucking that. See how many branches you knock loose."

Steve followed, walking up to the tree, and facing away from it. Mimicking the motions he'd seen Applejack perform previously, he raised both hind legs, and slammed his hooves into the tree with full force.

Upon impact, a crack like that of breaking bones come from behind him, and Steve whirled around to see the damage. While he hadn't managed to snap the tree, he'd dented it very deeply, leaving a massive, hoof-shaped pit in the middle of the trunk. Steve blinked in amazement, unaccustomed to being quite that strong.

"Wow," said Twilight, just as surprised at the sight, "Stronger than the average earth pony, at least."

She levitated a notebook and pencil out of nowhere, beginning to scribble notes down. "This requires further study!" she said eagerly.

Spike groaned. "Here we go again."

Starlight and Wanda watched Twilight's antics unfold with amusement.

"So," Starlight tentatively said, indicating Wanda's new horn, "Do you have any interest in learning to use your new abilities? I mean, magic takes a long time to learn, and since this is the first time you've ever been able to access Equestrian magic, and-"

"Starlight, you're going into overdrive again," said Wanda, familiar with some of the unicorn's more nervous ticks by now.

"Right, sorry," said Starlight, "Maybe we don't have time to teach you magic during this visit."

She stared at Wanda's horn for a short time, before another idea occurred to her.

"What if you tried to focus your own powers using your horn as a conduit? They seem to operate in similar fashion to magic. Maybe we could use that as a starting point."

"Well..." Wanda contemplated turning her down, but found that she had no real reason to. After all, she wasn't staying in her pony form forever, but if the Avengers kept spending time on Equestria, she might have to return to it for a mission. Additionally, Twilight only wanted to study Equestrian magic and it's effects on humans. What was the harm?

"Okay, I guess. What do you do in order to channel magic through your horn?"

Starlight was quiet for a minute, contemplating her answer.

"What you do is...you know what? This is one of those things that is so simple in your head, but when you try to explain it to somebody who has no frame of reference for it, your brain is just at loss for words."

Wanda poked her horn a few times, trying to feel the sensory stimulations of the new appendage. She couldn't move it, but could focus her sense of touch in it to feel the surroundings. Glancing at a loose rock lying on the ground, Wanda held up a hoof to silence the still rambling Starlight.

"Forget it, I think I've got an idea."

She reached into her own mind, opening the same doors she always did when she was activating her powers in her human body. She felt the familiar energy flow down through the center of her being, going for its traditional pathway down her forelimbs. This time, however, Wanda put a leash of the loose power, directing it instead through her brain, down into her horn. As she did so, the familiar red wisp faintly materialized around her horn, like a normal unicorn's magic glow. Starlight stared in surprise.

Wanda continued through the motions of her powers. She imagined her hands stretching out, seizing the rock and lifting it into the air. She curled her neck, pointing her horn directly at the rock as she did so, mimicking the hand gestures she did in her normal body, which helped her direct objects exactly where she wanted them to go. Tendrils of red light reached out, wrapping themselves around the rock. Wanda leaned back, smiling with pride as the rock followed her movements, rising into the air.

With a sudden grunt of pain, Wanda slumped back onto her rear, front hooves rushing up to clutch her skull, as the red energy dissipated, dropping the stone. Starlight scurried over to her friend.

"You alright?" asked the unicorn.

"Yeah, just a small headache," Wanda insisted, "Happened the first time I used my powers, too. I think they're confused at being forced through a new appendage, or all the magic in this new body is throwing them off."

"No matter. We can work on that," assured Starlight.

"So, one question," said Steve, trotting over with Twilight by his side, "You used Starlight as the base creature for the spell, but only Wanda turned into a unicorn. Shouldn't we all have been unicorns?"

Twilight opened her mouth to answer, but Thor cut her off, as he floated down to the group. "I believe it's based on the mentality of the subject," he said, "Whenever Celestia used the spell on us, I always became a pegasus, and Loki became a unicorn, no matter who the base being was. Loki was always a skilled mage, and my powers are rooted in weather manipulation. Lady Maximoff's abilities are similar to those of a unicorn, so that explains her transformation." He looked at Steve for a while. "I'm not sure about Captain Rogers, though."

"Maybe he just knew his didn't need wings or a horn to kick butt!" cheered Spike.

* * *

One hour later, the effects of the spell had worn off, and Steve, Wanda, and Thor were transformed back into their normal selves in another blinding flash of light. The group gathered by the mirror portal, ready to return to Wakanda, as Twilight scribbled more notes on the experiment into one of her many notebooks.

"Well," she announced, "This has been enlightening, thanks for your help."

"My pleasure," said Steve.

"It felt pleasant to be a pegasus again," Thor agreed.

"It was...interesting," Wanda admitted, "Do you have any plans to try the spell on the others?"

"Eventually, if they'll let me," Twilight replied.

Steve's brain was suddenly overcome with the mental image of Tony as an Equestrian. Maybe that's why he fell on his back, shaking with laughter.


	4. Changeling Aftermath

**(Takes place immediately after "To Where and Back Again")**

* * *

 **Equis, Our Town**

Vision gently touched down outside the small mountain village, setting Wanda back onto her feet. The Sokovian woman hadn't wanted the synthezoid to carry her, but Wanda wasn't capable of sustaining her flight for long, and the idea of power-hopping across the Equestrian countryside was too ludicrous. At least Vision was strong enough that Wanda's weight amounted to little more than a feather.

The two Avengers took a brief glance around their new surroundings. The village certainly didn't have the vibrant colors of Ponyville, but it seemed pleasant enough. The houses were arranged in completely straight, uniform rows, and the darker colors were offset by the streamers, party banners, and balloons crossing over the town. Not quite on the same scale as Pinkie's "Equestria is Saved and We Now Have Extraterrestrial Friends" party from their first time in Equestria, yet clearly effort had been put into the festivities. Ponies drifted across the middle of the town, where the heart of the party seemed to be. Wanda's eyes quickly found the pony who'd extended the invitation, as Starlight devoured a fresh piece of cake.

"Wanda! Vision!" exclaimed a familiar, perky voice. Vision chuckled as the blob of bright pink bounced over to them, Pinkie digging trenches in the dirt as she stopped herself from slamming into Wanda's legs. "You made it! We missed you!" The pink pony jumped up, throwing her forelegs around Wanda's neck, nearly cutting off the woman's oxygen flow. Pinkie then released Wanda before administering a similar hug to Vision, who thankfully didn't need to breathe, as Wanda wheezed.

"Glad to-hack!-make it, Pinkie," Wanda coughed.

Pinkie's outburst caused the ponies of the small village to take notice of the otherworldly beings in their midst. As far away as the town was from the center of Equestrian society, even they'd heard about the Avengers and their service to the country, but most of them hadn't seen the heroes in the flesh. Sugar Belle and a few others shyly backed away from the strangers, but Starlight, as well as the rest Princess Twilight's group immediately moved to greet the pair.

"Miss Maximoff. Vision," Luna said, warmly, "A pleasure to see you again. You are always welcome in Equestria."

"We're grateful, Princess Luna," said Vision, slipping into his 'etiquette mode,' "Starlight informed us of the Changeling invasion, and we're happy to see you're all okay."

Luna opened her mouth to reply, but a familiar popping sound cut her off. To the surprise of nobody, Discord teleported right next to the two Avengers, covered in thick, white bandages, and leaning heavily on a pair of crutches made out of ice.

"Oh, it was so dreadful, Miss Maximoff!" he moaned, playing up the whining in his voice as much as he was physically capable of. He fell onto his mismatched knees, throwing one arm in front of his face. "Chrysalis' throne cut off all of my wonderful chaos magic! And then the changelings forced me into that dreadful cocoon! I don't know if I'll ever be able to sleep again!"

"Discord," Twilight grumbled simply, well aware of the chaos spirit's 'drama queen' act. The rest of the group glared at the draconequus, annoyed.

Discord stopped his groveling, before his eyes rolled back in their sockets, his pupils vanishing from sight. He snapped his fingers, and his bandages and crutches vanished, leaving him as the healthy spirit he truly was.

"None of you have any appreciation for suspense," he complained, floating off to the desert table.

Fluttershy sighed. "I'm sorry, he just does that. You know him by now."

Vision gave a small chuckle, but re-iterated that he wasn't offended.

Wanda felt a small tug on the back of her jacket, turning around to find a unicorn she hadn't met before staring up at her. Her coat was a shade of blue, with a silver mane, and a stereotypical magic wand for a Cutie Mark. She also wore the typical purple 'wizard' hat, along with a cape, dotted with stars. She stared at Wanda, as if measuring the human up.

"So, you're the human who Starlight speaks about?" she asked, her voice haughty and confidant, "The one with the psychic powers?"

"Um, yes," Wanda replied, finding this particular pony odd. She ignited the familiar red glow around her hands to demonstrate, pulling a cupcake out of Discord's claw over to her own hand. The draconequus sighed, before snapping his talons and making his own food.

The pony studied Wanda further. "Well, Starlight says you are a powerful hero. On this basis, the Great and Powerful Trixie deems you worthy of being her friend as well. No need to thank me, I assure you." Trixie ignited her horn as well, using it to telekinetically give Wanda a tip of her hat, before turning around and rejoining the party, strutting with her head held high.

Wanda blinked. "That's...Trixie?" she asked Starlight, too confused to even begin eating the cupcake she'd taken.

"Yep," Starlight answered, matter-of-factly, "Now you see why I couldn't describe her in writing. She's...eccentric, but she's a good pony at heart. Without her, we never would've made it out of the hive."

Starlight used her own magic to levitate over a drink of fruit punch, and a pair of chairs. She motioned for Wanda to joined her. The Sokovian did so, Double Diamond passing her a drink as she did so.

"So...nice village," Wanda mumbled, unsure. Starlight had relayed her story in greater detail to Wanda through the journal, and Wanda didn't want to tear straight into such an emotional subject. She'd avoided talking about her own troubles around the unicorn for as long as she could, and Wanda was no hypocrite.

Fortunately, Starlight was quick to assuage those fears. "The village that I took over, brainwashing over a dozen ponies, taking their Cutie Marks, lying to them about it all the while? Yep." She chuckled lightly at the surprise on Wanda's face. "Don't worry, I've learned to deal with it. No need to beat around the bush."

"Good for you," Wanda answered, refusing to allow her relief to cross her features, "It wasn't easy to come back, was it? Because everywhere you look, you remember things you did. Things you'd rather have eternally forgotten." Wanda certainly knew what that felt like. Every time she saw the crater that had once been Sokovia, a place she made an effort to visit at least once a year to honor Pietro, she felt her sins crawling up her spine. Ultron's plans, without her assistance, might've never managed to progress as far as they had.

Starlight noticed Wanda's plight, and took sympathy on her.

"You're right. I was so scared, I ran away from this place the first time I tried to visit. I've done terrible things...and not just here. It comes in Ponyville, too. Remember how I told you I stopped Dash's original Rainboom? Twilight told me about all the alternate futures she saw because of me, and...Nightmare Moon won, imprisoning Celestia, Chrysalis was slowly conquering what was left of Equestria, Tirek was destroying everything in sight, Sombra forced all of Equestria to be mobilized into war industry just to take him on..." The unicorn lowered her head in shame. "And the only one I saw, where everything was just...dust. No towns, no ponies, everything gone. I did that. Sure, you can make the argument that the timeline was restored, so technically, I never hurt anypony, but still. I created those futures. Even if it was temporary, I still caused immeasurable suffering. And I have to live with that."

But Starlight raised her head once more, placing a friendly hoof on Wanda's arm. "But what Twilight's taught me is that everypony-or everybody-has the capacity to do good. They have to accept offers of mercy and friendship, but they can. And you have to forgive yourself, because you can't work to make up for your mistakes if you're falling apart over them. And beating yourself up doesn't fix anything."

Wanda smiled warmly. "That's a beautiful philosophy, Starlight," she replied. Wanda may not have believed that everyone was truly redeemable (she hadn't believed it when Ultron killed Pietro, and she didn't regret tearing the closest thing he had to a heart out of his chest), but it was an ideal she respected. "I'm sorry that Chrysalis didn't accept your offer. I'm guessing, after what you went through, that must've felt like a massive setback."

Starlight gave a glum nod. "Thorax proved that she didn't need to devour love. That the changelings didn't need to be Equestria's enemies. But she couldn't see it. I just don't understand..."

Wanda did. She'd seen it before. People who had the potential to be great, to be noble, and they threw it away. Ultron did it because he was cynical, because he believed any positive qualities humans held were vastly outweighed by their flaws. However, what Chrysalis had done reminded her more of their last foe, Sombra.

"Pride," she answered, simply, "Chrysalis wanted to be in charge. To have power over Equestria. To take your hoof would've been equivalent to surrender, at least in her eyes. But that's her problem, not yours." She patted Starlight on the back. "And, like you said, in order to become good, somebody needs to accept that chance. You can't force it on them." She pointed to Discord, who was busy eating a rolled-up napkin. "Look at him. He was given a chance, and he realized how foolish throwing it away would be. Just because one person refused, doesn't mean friendship isn't worth fighting for."

She patted the unicorn on the shoulder. "I'd say you're another good example. And look at me. I joined forces with a homicidal A.I. just because I didn't like the Avengers." Wanda looked down at her hand, forming the familiar red nimbus between her fingers. "My problem was lack of perspective. I hated them because they enforced their will all over the world. Because they acted like Big Brother, like they were subjugating us for our own good. Maybe I had some good points, but that didn't make anything I did with Ultron right. I should've tried to work with the situation instead of trying to ruin them. But now, I've learned my lesson. And I'll spend the rest of my life making the world that much better. Fair enough, don't you agree?"

Starlight smiled peacefully. When she'd approached Wanda that day at the edge of the Everfree, she hadn't anticipated just how much they had in common. It was a comforting feeling, knowing neither of them were enduring the journey alone.

* * *

Vision blinked, unsure exactly how to respond to his current sight. He'd just been greeted by a creature that could only be described as a green, insectoid moose. The voice was familiar, though. A quiet and calm one, though the last time he'd heard it, the owner had sounded far more stressed...

"Thorax?" he asked, realization hitting him like a lightning bolt, "Is that you?"

The newly-crowned king of the changelings gave a small chuckle. "I wouldn't blame you for not recognizing me, what with all this," he gestured to his new body, "Man, it is going to be weird looking in mirrors from now on. Same for the rest of the changelings."

"Starlight wrote a little bit about this in the journal," Vision recalled, "So you don't need to feed off love anymore?"

"I'm not one-hundred percent sure how it works," Thorax admitted, "I think what happened is that we started sharing our love amongst each other. To be honest, I've never felt so full in my life. It's like...let me put it this way. The way we used to feed off love from captives was like drinking molasses through a straw. This is like having my jaw open for the first time in my life and eating a three-course meal."

"Interesting," said Vision. While the synthezoid had never truly been an emotionless machine, emotions themselves, including his own, even after two years, were still baffling, yet intriguing to him. It was embarrassing to him, not helped by Tony sending him children's books about feelings. "Can you...I don't know how to describe it. Can you tell me about your feeding process? How exactly do you process emotions into sustenance?"

"It's hard to put into words," Thorax admitted, "It's like...it's like you have a second stomach, but it's not in your physical body. Like this hole inside you that you need to fill, or else it'll drain you dry. We still eat normal food, like everypony else, but we need love, too. When Chrysalis would drain other creatures, it was like she was sucking out the compassion and caring they had for living things. But her magic would leave them withered and dead. I can't explain why, it's not like living creatures have a finite pool of emotion they draw from."

"True," Vision replied, "I've always considered emotions to be responses to what's going on around an organism. But sometimes...they're just baffling."

"Don't worry," Thorax encouraged him, "You'll figure it out." Then, a wide smirk appeared on his face, and Vision was suddenly unnerved. "One of the perks of feeding off love is that we sense it. And you..." He gestured with his horns toward Vision, then towards Wanda, who was still talking with Starlight.

Vision responded by grabbing onto one of Thorax's horns, pulling the changeling down so they were face-to-face.

"Not. A. Word," he ordered, glaring Thorax right in the eye. Thorax just laughed.

"Maybe I spent too much time around Discord."


	5. Grounded

**(Takes place immediately after "Spider-Man: Homecoming")**

* * *

 **Earth, New York, Queens**

Tony Stark casually strolled through the fairly cozy apartment for only the second time in his life. In his hand was a bulky suitcase, carrying his current armor, collapsed for easy transport. He'd been spending a normal day at the compound, having a small meeting with Pepper, Twilight, Applejack, and Pinkie. The topic of the day had been more ideas concerning the introduction of Equestria to the nations of Earth, something both parties had been excited for. The idea of forging a diplomatic relationship between two planets was definitely intriguing. The problem was, naturally, there were no examples of such diplomacy before, so nobody was certain how to proceed. Hopefully, the friendly nature of Equestria would calm some of the xenophobia.

However, that conversation had been halted by a call on Tony's cell phone, courtesy of Peter Parker. The ponies had been forced to return to their own planet, while the billionaire visited the Avenger-in-progress. Tony wouldn't readily admit it, but he really did care about the kid, despite all the hassle he caused. Now, even after deciding he truly wasn't ready to be a full-time Avenger, Peter apparently had a problem only Tony could help with.

After the Sombra fiasco, Tony had wanted Peter to return to low-level street crime for a while, before easing him into the more difficult stuff. Unfortunately, Peter wasn't keen on the training wheels, managing to not only override the blocking protocols in his suit, but uncover a crime ring that had apparently been operating since the Battle of New York, stealing technology from the aftermath of superhuman conflicts, and building weapons to sell to criminals (which Tony was grateful for). This had resulted in an elevator accident at the Washington Monument (in which Peter had thankfully managed to save everybody), the Staten Island Ferry getting sliced in half by lasers (which Tony'd had to interfere in), and Peter getting into a fight with Adrian Toomes, a guy with mechanical wings that made Sam look like a pigeon. Peter had been beaten up, had a chunk of a building dropped on him, and survived a plane crashing off the edge of Coney Island, all in his homemade costume. The kid deserved some credit, that was hardcore.

All the same, Tony would be lying if he said Peter wasn't a concern. The kid was was brave, intelligent, and hell, he was stronger than Steve, but he was still a kid. Letting him come along to fight Sombra had been one thing, considering there were over a dozen people (and ponies) who were capable of watching his back. But out there, Tony couldn't always be on standby to save his hide. Sure, after he'd learned about the whole uncle thing, it was a bit easier to understand Peter's need to dive into dangerous situations, but he needed time to learn. He needed to train for the times when he'd be forced into life or death fights without backup.

Reaching the apartment he knew, Tony raised his hand to the door. His knuckles had barely rapped on the wood when the door opened, revealing a rather irate May Parker. What really surprised Tony was that she was utterly unsurprised to see him.

"Well, come in," she grunted, "I'm fighting the urge to punch you right now, and it's probably better the less I have to do it."

Tony raised his eyebrows, confused. Peter hadn't given any details in his call, claiming Tony should see it for himself. Apparently, it had something to do with May. That, and the fact that only Tony could solve it left only a handful of possibilities, none of which were optimal.

Tony stepped into the apartment. His first discovery was Peter, sitting quietly on the couch, hands together in front of him. Of course, that wasn't what caught Tony's attention. What did catch it, of course, was the fact that Peter was wearing his whole costume, with the exception of the mask.

"You TOLD her?!" Tony shouted, jaw dropping as he stared at the kid.

"What do you think, Sherlock Holmes?" Peter quipped, but his tone was clearly disgruntled. Tony didn't blame him.

"No, he didn't tell me," May continued, "He didn't tell me that you were helping my teenaged nephew go jumping around off rooftops at night getting shot at. So, Mr. Stark." She planted herself in a chair, facing the two of them. "Why don't you explain why I shouldn't call the cops?"

"I'd kind of appreciate it if you didn't," Peter chimed in, "Y'know, secret identity-"

"Peter, be quiet," May snapped. Peter shrank back in his seat, looking down at the floor.

"Well, uh..." Tony stumbled over his words. He was starting to wish Peter hadn't called him. Then again, May had probably forced him to.

"It doesn't take a genius to figure out what the whole 'internship' thing was," May continued, glaring at the billionaire, "What I don't know is where you fit in the whole Spider-Man thing. Were you the one that encouraged him to go jump in front of criminals guns, or-"

"For the last time, no!" Peter protested, "I was doing this months before I met him! All he did was give me the suit, which makes me quite a bit safer, by the way!"

"Peter!" May turned on him, looking furious, but the teenager pressed on before she could interrupt him.

"I told you we didn't have to contact Mr. Stark, because I could explain everything by myself, but you wouldn't listen! And now you're freaking out and you won't listen to anyone because of it, like you always do when you're really stressed, and I know you only do it because you care about me, but you're making everything really difficult, and this is why I didn't tell you, because I didn't want to worry you, and..."

Peter had to stop at that point, so he could inhale again. "Sorry, forgot to breathe there."

May sat back in her chair, looking rather shocked. Not bad shocked, as though Peter had slapped her, but just surprised. Tony was glued to his seat, wide-eyed, glancing back and forth between the aunt and nephew, afraid to break the silence.

Eventually, he managed to conquer that fear. "Uh...should I step outside? I understand this is kinda personal for you..." He slowly reached for his briefcase.

Naturally, none of them were prepared for the case to start shaking of its own accord. Something inside the case popped, and the lid swung open, revealing Tony's armor compressed into the square shape. Something beneath the armor pushed it out of the briefcase, dropping it onto the carpet, revealing a pink blob beneath. The blob suddenly sprouted four long legs, climbed out of Tony's briefcase, and untwisted itself with a yawn.

"Phew!" said Pinkie Pie, stretching all the cramps out of her body, "I can't believe I managed to fall asleep in that thing!" She turned around. "Hi, Spidey!"

"Wha-PINKIE?!" screamed Peter, as Pinkie leapt into his lap, settling down like a rather large cat.

Tony's flabbergasted face swept back and forth, between the earth pony, and the briefcase she'd been occupying mere seconds ago. "What...how did you fit in that thing?!"

"Believe me, it wasn't easy," Pinkie replied, as though this were an everyday, normal conversation, "I had to cram in while you were distracted talking to Twilight. Don't worry, I put a sticky note on Rainbow Dash's flank, so they'll know where I went." She gave her widest possible smile, oblivious to the struck faces of the three humans in the room.

One of those faces happened to belong to May Parker, who'd never lain eyes on an Equestrian before. She could only stare, her jaw dropping as low as it possibly could, before managing to make eye contact with her nephew.

"Peter. Explain. Please," she managed to get out. It was intended to be a command, but May was so stunned it came out completely monotone. Not that anybody would blame her in this situation.

Pinkie's ears twitched and she sat up in Peter's lap, noticing the woman for the first time.

"Oh! You must be Peter's aunt!" she exclaimed, leaping off of Peter and over to May. Peter grunted from the force of Pinkie launching herself from his body. The pony was remarkably strong. Pinkie, meanwhile, grabbed May's hand with both of her forelegs, wringing her arm.

"Hi I'm Pinkie Pie from planet Equis! My friends and I were visiting with Tony earlier today and then he got a call from Peter and he had to go see him so we had to leave, but I haven't had the chance to write in the journal with Peter yet! And then I was like 'Huh!' because I realized I could sneak along to visit Peter! So here I am! Nice to meet you!"

May blinked, staring at the living cartoon character in front of her, her mouth frozen in an open position.

Peter sighed. "I'm gonna be honest, Pinkie," he muttered, "I don't think she understood one word you just said."

"Really?" asked the pony, "Was I talking too fast again? Sorry, my bad. Let me try again." She stood up on her hind legs in front of May, and began speaking again, slowly waving her forelimbs as if to emphasize. "Hi. I'm. Pinkie. Pie. From-"

Tony tried to groan under his breath, not wanting to offend the party pony in some way. "Let me explain, Pinkie. It's easier that way.

"Basically, some time ago, the Avengers were confronted by creatures from the planet Equis that warped to our planet, and stole our stuff. We followed them to get it back, and we befriended ponies from that planet. Now we visit across the two planets, and we were talking today, when Peter called me. And _somepony_ apparently decided to hitch a ride in my case." He glared at Pinkie, who laughed it off.

"For the record, he didn't take me," Peter spoke up, "I followed him, because I wanted to talk about the thing in Germany, and he wasn't answering his phone." He chose to leave out Clint and Rhodey, knowing it would raise even more questions nobody wanted to deal with right now.

"You're telling me...on that one weekend where you were 'interning'...you were on a different PLANET?!" May's voice boomed throughout the apartment. Upon reaching the end of her scream of disbelief, she slumped back into her chair, completely worn out.

"Well, now you know why I couldn't call," Peter deadpanned, "We don't exactly get cell reception outside our solar system."

"Aw, it's not so bad!" said Pinkie, bouncing up to May again, "He helped save Equestria from that big meanie Sombra! And he makes funny jokes in the middle of fights and he was really nice to us and-"

"Pinkie, please stop talking," Peter moaned, hoping to cut her off before she informed May that he'd been in mortal peril at least once during his trip to Equestria.

"But your web tricks were so much fun!" Pinkie protested, "And when you told us about your uncle, because you wanted everyone to stop fighting." Her smile faded, and some of the poof dropped out of her mane, as she looked down sadly. "Even though it was so sad that you had to go through that..."

"Ben...?" May interrupted, having caught the word "uncle."

Peter sighed. Pinkie was leading the conversation down a path he didn't want to go, but in a way, he was grateful to her. If he was being honest with himself, the topic was probably inevitable, and it was better to just get it over with.

"When I got my powers..." he started, apprehensive, "I went to a place where I could use them to earn some money. It was for you and Uncle Ben, not me. But the guy tried to screw me out of it, and then he got robbed. I was so angry at him, I let the burglar go. That burglar...was the same guy who killed Ben."

May gasped, but she didn't take her eyes off her nephew.

"That's why I started doing this. I couldn't stand by...and let something like that happen again. Not to somebody else," Peter continued, unable to take his eyes off the floor.

"Yeah...and he showed that back home," Pinkie chimed in, looking somber.

May Parker sat quietly for a moment, before getting to her feet. Then she walked over to Peter, and put her arms around him.

"I'm so proud of you..." she mumbled, a tear dripping from her eye, "And I know Ben would be, too." Peter hugged her back, smiling with content. Tony and Pinkie both beamed at the heartwarming sight.

"You're still grounded, though," May chuckled.

"WHAT?!"

"Aw, really?" Pinkie whined, bouncing up to May again, "Can he be ungrounded, please? I wanted him to come to Equestria and help me with one of my super Pinkie Pie parties, because his webs are so much fun, although somepony might be scared of spiders, but it might be good for a Nightmare Night party, and..."

Tony groaned again. They were gonna be here for a while.


	6. Flashback

**Over one-thousand years previously...**

 **Equis, Everfree Castle**

Taking on new responsibilities is always a stressful process in life. For the young Celestia and Luna, newly ascended alicorns, taking the throne of Equestria, a country still trying to fully move past the divide between the three pony tribes, was a terrifying process. With their parents gone, the two would be ruling on their own, in a newly unified pony society. Given that the three tribes had never been under one single government before, nopony would blame them for their fears.

Standing in front of their castle alongside her sister, the newly-crowned Princess Celestia ignited her horn, slowly pushing the sun down from its position in the sky, creating a creamy orange glow. At least they wouldn't have to organize the shifting of the celestial bodies anymore, she thought, glancing at the Cutie Marks now adorning her and Luna's flanks. Moving the sun or moon before had been a tedious task, requiring about a dozen unicorns at minimum. Since everypony was using their telekinesis on one object, the results were often crooked sunsets, or the moon rising in some peculiar zigzag manner. With only one pony in control, the process was far more streamlined, and the sisters were capable of moving them smoothly, creating beautiful effects in the sky.

Once she'd made sure Luna was already working on raising the moon, Celestia's thoughts returned to their upcoming conference. Several weeks ago, Equestria had been contacted by a being called Odin Borson, who ruled over a distant realm called Asgard. Odin had apparently learned of Equestria's new unification, and had decided to open diplomatic relations with the new nation. Celestia and Luna had agreed, believe Equestria needed all the allies it could get right now, with Discord causing chaos across the world, and the secretive Crystal Empire keeping to themselves, but it was a bizarre scenario. Not because Odin and his Asgardians weren't ponies, but because they apparently lived on an entirely different 'planet.' They didn't even see the same sun as Equestria. And while they had ponies, those ponies were just animals, unable to speak. It was shocking.

Not to mention, this would be their first major government affair. Celestia was confidant about her ability to rule, as well as Luna's, but the pressure was immense. Dealing with the griffons, hippogriffs, or even the dragons would've been enough, but dealing with another world entirely was something else. Celestia didn't like to admit she was afraid, but she was, and she could feel her legs wobbling on her hooves, and her wings twitch at her sides, as she and Luna waited for King Odin.

"The meeting will proceed fine," said a voice to their left. Celestia and Luna turned, finding their teacher, Starswirl. "All you require is your hearts. Bring the compassion and harmony that drove away the windigos. Show them Equestria is a friend, not an enemy."

Celestia smiled. Even without their parents, at least they still had Starswirl. The elder unicorn was a renowned wizard among all ponies, thus his expertise was in high demand, but he always found time to help the two of them.

"But..." Luna started, giving voice to the thoughts they both had, "What if we make a mistake? What if we offend them, and they decide to declare war on Equestria? We will not have the power to defend ourselves, and-"

Starswirl cut her off, placing a reassuring leg on her back. "I promise that will not happen, Luna," he answered calmly, "My magic detected no malicious intentions from King Odin. You must merely be as kind as you are capable of being. I believe in you." He smiled, his face devoid of any signs of falsehood.

Celestia and Luna faced each other once more. Both sisters could already feel the anxiety coming off each other, without using their sight, as they'd always been able to. Not to mention that neither had gotten a good deal of sleep over the last several days, which both knew from their shared bedroom. Each had tried to comfort her sister as best she could, but it was nigh-impossible.

As they mulled over Starswirl's words, both eventually reached a small smile. At least he was confidant nothing would go awry. Both knew for a fact that the unicorn was wiser than they, and if he claimed their worries were unfounded, they were. It was as simple as that.

Both alicorns were suddenly wrenched from their thoughts, as a massive beam of golden light came from the heavens, slamming into the ground in front of them. Celestia, Luna, and Starswirl all leapt backwards in surprise, their heartbeats accelerating with shock. Odin had informed them that he would be traveling to Equestria via a device called the Bifrost, capable of warping beings anywhere in any realm, but this was something they'd never expected.

The onslaught of golden light eventually faded, leaving the grass with a series of intricate patterns burned into it. What was more attention-grabbing, of course, was the group of beings that had appeared in the wake of the light, standing in front of the Equestrians, staring them down. The creatures were bipedal, standing above the ponies, with their forelimbs descending into ape-like hands, though without the hair. The only hair they seemed to have came directly out of their heads, like manes. Additionally, the majority of their bodies were covered in clothes, leaving nothing besides hands and heads exposed.

The largest of these creatures was obviously King Odin, the Allfather (at least, that was the title he claimed). He was clearly older by the standards of his species, his face wrinkled in some places. His hair was a darker shade of brown, but grey streaks were beginning to show themselves in it. He wore dark grey armor, with silvery patches on his chest, arms, and legs. A bright, crimson cape descended from his back, reaching down to his heels. He wore no helmet, likely to make himself seem less threatening. His right eye was obscured by a bright gold eyepatch, but at the bottom of the covering, Celestia thought she could see the tip of a scar.

Two smaller creatures stood behind the king. The first was male with a rather strong build, even as he concealed it underneath his red garments. His muscles were thick and well-developed. His hair was blond, nearly long enough to drape over his shoulders. His face further emphasized his strength, with high cheekbones and a sturdy jaw. Tiny bits of stubble grew around his chin. The boy was obviously trying to grow out a beard, even if he wasn't at that stage of life yet. If Celestia had to guess, she'd say he was around the same age as her and Luna, or his species' equivalent thereof.

The second was a massive contrast to the first. His hair was jet back, neatly-combed, and stretching down the back of his neck. His form was far more slender, with less of an emphasis on physical strength. His face was thin, matching the rest of his body. He wore a dark green tunic with matching pants, complete with a thin coat on top, with the tips of many pockets poking out from the inside. At a glance, Celestia would've guessed that this was a being who was good at keeping secrets, or hiding things.

Odin stepped forward. "Princess Celestia and Luna," he addressed them. His voice was exactly what they'd expected from their first impression of him. Strong, determined, and wise, like someone who'd experienced a great deal of difficulty and hardship in their life, but had emerged better from it. "I extend my gratitude for your hospitality in allowing me into your realm. I am King Odin Borson, Allfather of Asgard."

He gave a small bow, averting his eyes. Celestia swallowed, mentally preparing herself. At least Odin was polite, if somewhat intimidating.

"Your majesty, I am Princess Celestia, Diarch of Equestria. This is my sister, Princess Luna," she replied, "We are grateful to you for extending the hoof-er, hand-of comradeship to us."

"We hope this meeting with be the genesis of a long and prosperous relationship between our two kingdoms," Luna finished, exactly as they'd practiced.

Odin smiled warmly. Clearly, he was the more experienced party in this scenario, given how relaxed he looked. No signs of tension were visible on his body.

"Pleased to meet you." He gestured to the two smaller Asgardians behind him. "Allow me to introduce my sons. Prince Thor," he gestured to the blond one, "And Loki." He pointed to the black-haired one.

"I'm honored to make your acquaintances, Princesses of Equestria," said Loki. His voice was calm and quiet, fitting more to a scholar than a warrior.

"I...er...me too," Thor finally said, tugging awkwardly at his collar, his formal wear clearly irritating him. Luna chuckled too quietly for anypony to hear at the sight. It was clear who was more inclined towards diplomacy and such amongst this family.

"Lovely to meet you," Celestia answered, before a thought suddenly occurred to her, "Oh! T-this is our teacher, and our most trusted counsel, Starswirl the Bearded."

Starswirl bowed politely, acknowledging the compliment with a brief wink at Celestia, so subtle that nopony else saw it.

"Excellent," said Odin, "Shall we step inside?"

* * *

Celestia and Luna had made sure that a complimentary meal was prepared for Odin and his guests. Luckily for them, Asgardians weren't carnivores like the griffons, but omnivorous, able to consume meat or vegetation. Thus, they merely set out the best wild greens they could find, hoping it would suffice. And overall, Odin and the others seemed to enjoy their food. Of course, there were exceptions.

"I can't believe we're being forced to eat like livestock," Thor grumbled around the vegetables he was currently chewing. A glare from Odin silenced him.

With their meal eaten, Thor, Loki, and Odin took their seats on one end of the conference table, facing Celestia, Luna, and Starswirl on the other side. This arrangement had been Starswirl's suggestion, as opposed to the Asgardians facing the ponies on their thrones, as it gave a better sense of equality between the two parties.

"So," Odin began, "Our first order of business should be discussing how an alliance between Equestria and Asgard is mutually beneficial."

Luna opened her mouth, prepared to iterate her conviction that Equestrian citizens would not become domesticated war animals, as equines were apparently regarded in Asgard, but Starswirl shot her a look, silencing her. This had been a topic of debate before the meeting, and Starswirl agreed that, if Odin requested such a thing, it should be automatically refused, but antagonizing him ahead of time was a poor decision.

Odin continued, having apparently missed the silent conversation. "One factor our kingdoms have in common is our shared interest in magic. I would suggest we open a sort of magic trade. Students of the arts visit both worlds, exchange of spell books, perhaps?"

Celestia and Luna thought about it. It sounded harmless enough, after all. They had little knowledge of Asgardian magic, apart from the Bifrost, and trade would be a good avenue to learn about it. Of course, sending their own mystical secrets to another nation was a risk. At the same time, they had an advantage.

"An intriguing idea," said Celestia, "But you should be made aware that Equestrian magic is all formed by manipulation of Equestria's natural magical fields. In your kingdom, the effects of certain spells may be completely different, or they may fail to operate at all."

Luna considered kicking Celestia in the shin under the table, her sister having revealed one of their secrets, but thought better. After all, if Asgardian mages attempted to use Equestrian spells and they failed, the results would surely have been worse.

"Fair enough," said Odin, "However, I believe there may still be more knowledge gained from the operations of Equestrian spells, if nothing else."

"It could open up entirely new fields of magic!" Loki added, rather enthusiastically, "The idea of spells behaving differently on different worlds...it's fascinating!"

"Boring," Thor groaned, through a yawn he made no attempt to conceal.

"Thor..." Odin growled sternly, "I know you have little interest in learning the mystic arts, but be polite. And remember, it was the mystic arts that gave you your power."

Thor gulped. "Yes, father," he replied, quietly. Celestia looked down at his hands, noticing faint blue sparks jumping between his fingers. Interesting.

"Now, shall we have any dealings regarding military?" continued Odin, "I am unaware of Equestria's status in that regard. I can inform you that Asgard boasts a fairly large army, as well as a large number of magical ships. If you would like, I can provide more details assessments."

Luna critically examined Odin's statement. While on the surface, it might've seemed odd that he was being upfront about his kingdom's might, they had no way of verifying his honesty. Starswirl had suggested a truth-detecting spell, but the idea was discarded, as they had no way of knowing if Odin would be able to detect it.

Her thoughts turned to her own country's military. Equestria had a rather large defense force, but at the same time, it was basically just the defensive forces of the three pony tribes packed together into one massive group. They'd had little time to actually get the earth ponies, pegasi, and unicorns to operate as a coherent force, leaving the country rather weak at this point. This was not a fact she was comfortable sharing with new acquaintances.

Luna ultimately decided that a more vague answer was her best bet.

"Equestria has assembled a fighting force divided by species. We have units of pegasi, unicorns, and earth ponies, each utilizing their own unique abilities," she stated.

"Impressive," Odin commented, "Do you have any interest in trading military tactics? We could send instructors to your armies, and you could respond in kind. Of course, our species are different, so things would need to be changed, but I believe the knowledge itself could be beneficial."

This suggestion was carefully contemplated as well. With the trouble Celestia and Luna were having organizing the military, it could be a boon. Plus, if the two kingdoms learned more about each other's military, they'd be less inclined to attack each other, since the each side would have knowledge of the other's capabilities. On the other hand, that advantage went both ways, and they didn't want to just hand Asgard intimate details of their country's power.

"We'll consider it," Celestia finally settled on, "I believe our primary interest would be in the provision of aid between our kingdoms. Not necessarily military aid, but relief aid, in the case of disasters, and such."

"Intriguing ideas," agreed Odin, "Now, if you'll excuse me, I believe now is an optimal time for a brief intermission." He stood up from his chair. "I believe I will take a quick look at the surrounding forest. Sons, you are free to do as you wish." With that, he turned on his heel, walking out of the room.

The three ponies and two Asgardians were left alone, an awkward silence hanging over them. Starswirl eventually left the room as well, leaving Celestia and Luna with the princes.

Celestia quietly fumbled with her hooves, unsure as to how to start a conversation with either of them. From what she'd seen so far, they didn't have much in common.

"So...you're more of a warrior?" she finally asked, looking at Thor.

"Yes," said the prince, proudly thrusting out his chest, enjoying himself for the first time that day, "Asgard is a proud nation of powerful fighters, among which I stand proudly!" He thrust his fist into the air, a bunch of blue sparks bouncing around his flesh.

Loki rolled his eyes. "Brother, please try to show some dignity for once..."

Celestia, however, was enthralled. "That's amazing!" she said, looking at Thor's hand, "In Equestria, we can't conjure any lightning without clouds! And that's limited to pegasi!"

Thor beamed. "I possess the power of thunder!" He sparked his hand a few more times, clearly relishing the chance to show off.

"Incredible!" said Celestia, "As I am capable of moving the sun, I naturally possess abilities correlating to it! Observe!" She lit up her horn, waves of golden flame waving down the appendage. Thor looked in wonder, actually impressed at the power Celestia displayed.

"Showoffs," Luna grunted, trotting away from Celestia and Thor. She loved her sister dearly, but could never stand it when Celestia acted in this fashion.

"Agreed," said Loki, standing next to her, "Is this a frequent occurrence with your older sibling as well?"

"Yes," Luna agreed, immediately, "I respect her power, but sometimes she can get so enthralled with it. I take it you have experience with...Thor?" Her voice faltered as she looked over at Loki. Or, rather, at the Loki who hadn't spoken, still sitting in his place at the table. The Loki at her side gave a sly smile, before fading away completely.

"Oh, I love that trick!" Loki chuckled, leaning back in his seat, "I took me years to perfect it."

"Illusion? Interesting," Luna remarked with a smile, as she walked over towards the real Loki, "Perhaps our kingdoms have more magic to share than anticipated."

The royal pony sisters and the princes of Asgard separated into two distinct pairs that day. Luna and Loki lost themselves in discussing magical theories, while Celestia and Thor regaled each other with tales of their impressive feats. That day was the beginning of two unique friendships, forged across two kingdoms. Of course, every friendship has difficulties...


	7. Spider-Party Part I

**Equis, Ponyville**

It was the day of Nightmare Night, and Ponyville was in full preparation mode. Creepy bats, ghosts, spiders, and other spooky things seemed to hang from every single building, along with carved pumpkins dotting the ground. As he strolled through the streets of the small town, carrying the backpack that contained his Spider-Man costume, Peter Parker couldn't help but be struck by just how much it resembled Halloween on planet Earth.

Most of the ponies thankfully didn't gawk at the human in their midst. Peter wouldn't have held it against them, but to say it wouldn't irritate him would be lying. Fortunately, Ponyville's population was used to humans by this point, and they were wrapped up in the beginnings of their spooky celebration.

"Peter!" came a familiar voice, filled with unmistakable joy.

"Hey, Pinkie," he responded, bracing his feet against the ground for the familiar flying tackle he knew was coming. He managed to catch Pinkie this time, giving her a friendly hug. "Glad you invited me."

"Well, I wanted to invite you to help with one of my parties, and this one seemed like the best fit for you!" Pinkie happily proclaimed, jumping off of him and bouncing along the ground, "Nightmare Night is tonight, and you could make some spooky spider webs to help set the atmosphere!"

"Scary party, huh?" said Peter. In retrospect, it was odd that he'd never thought of using his powers for that purpose, even before becoming a crime fighter. It probably wouldn't have made him a ton of cash, but it would've been entertaining at least. "So how far are we going with the scare factor?"

"Not too far. We-that is, I-have to have a sort of scary/funny balance," Pinkie admitted, looking down, sheepishly, "A couple years ago, I scared some foals pretty badly on Nightmare Night, and I don't wanna repeat that."

"So you want some funny stuff, huh?" asked Peter, a mischievous grin spreading across his face. He turned to the house across the street, where Twilight was busy hanging up some ghostly curtains. "Yo, Twilight! Pull my finger!"

* * *

After Twilight was finished admonishing him, Peter donned his Spider-Man suit, which was oddly appropriate for the occasion, and got to work setting up a massive web net. Normally, the webbing would dissolve in two hours, but Peter had tweaked the formula a bit, resulting in a web that was far weaker than his normal variety, but would last much longer, perfect for decorative occasions such as this. By the time he was finished, Celestia's sun was setting, and Ponyville was draped in a massive, thin blanket of artificial spider webbing, dotted with plastic spiders Pinkie had supplied.

"Looks great, Peter," said Twilight, flying down beside him on a Ponyville rooftop, as Peter observed his handiwork. She'd used temporary dye on her coat and mane, along with a sticker over her Cutie Mark, to dress up as Princess Luna. "Pinkie was right, inviting you was a great idea."

"I aim to please," Peter said, with a mock bow. He looked over the small town, where ponies were already coming out in droves, dressed in all manner of costumes. "I suppose Fluttershy's staying in? This doesn't seem like her thing."

"Yeah," Twilight replied, "We actually did get her to try it, once. Believe it or not, she managed to set up a really scary event for us, to the point where even Rainbow was afraid, but she just felt bad about scaring us."

As Peter tried to comprehend Fluttershy coming up with anything even remotely scary, Pinkie scurried up to them, bouncing off a few wooden crates and landing right next to them on the rooftop. She'd made a rather simple looking cupcake costume, with her legs, tail, and head poking out of the bottom, but the top had real frosting and sprinkles, a fact shown by Pinkie reaching back and licking it every once in a while.

"Nightmare Night, what a fright!" sang Pinkie, "Spooky, isn't it?"

"Considering what we've been through, with Sombra and Toomes and all that, not really," Peter admitted, "After having a building dropped on me, not much scares me anymore."

"Hey! Don't say that, you'll jinx it!" Pinkie scolded, "Next thing you know, there'll be some big planet-eating alien we have to fight!"

"Pinkie, that's just supersti-never mind," Twilight started, but gave up, realizing how futile it would be.

"So is Princess Luna gonna be here for real?" Peter asked, turning back to Twilight, "Or are you here in her stead?"

"Ha ha, very funny," Twilight replied, "No, Princess Luna's on her way now. Ever since her first Nightmare Night, not long after she was freed, she's loved spending the holiday in Ponyville. Even if it's about Nightmare Moon, it makes her feel appreciated."

"That is kind of odd, how-" Peter started, only to freeze in mid-sentence. A faint tingling on the back of his neck cut him off, and he rolled up his sleeves, finding that the hair on his arms was sticking straight up. "Uh oh..."

"What? What is it?"

"Spider sense. Something-" Peter started to say again, only for another interruption to cut him off. This one took the form of Pinkie's entire body suddenly shuddering, bouncing up and down, to the point where she almost fell off the room. Peter managed to get a grip on her tail before she did.

"Pinkie?" Twilight asked, suddenly concerned, "What is it, new Pinkie Sense?"

"It's a doozy!" Pinkie managed to get out through the vibrations, "But one of the bad doozies, not the good doozies!"

Peter was about to ask exactly what they were talking about before yet another interruption cut him off. Unfortunately for everyone, this interruption was far less pleasant.

The earthquake started as a small shaking beneath the town, which eventually began to spread across Ponyville. Nightmare Night decorations tipped over as ponies began to rush out of buildings, galloping over to wide open areas where they'd be safe. A large crashing sound, followed by the cracking of wood, resounded in the distance. Peter grabbed Twilight and Pinkie with one arm, holding onto the shaking roof with the other. As quickly as the quake began, it faded away.

"Well, that was unexpected," said Peter, relaxing as the shocks faded, "I thought you could control the weather in Equestria."

"Earthquakes aren't weather," Twilight responded, annoyed.

"Earthquakes are definitely bad doozies," said Pinkie, "At least nopony got hu-Oh no!" She gasped, pointing over at the other side of town.

Peter and Twilight followed Pinkie's hoof, directing their gaze over to the Ponyville schoolhouse. Or rather, what was left of it, as the entire building seemed to have sunk into the ground, leaving only the tip of the roof poking above the earth.

"Oh no! Cheerilee! The kids!" Twilight gasped, spreading her wings, but Spider-Man beat her too it. He leaped off of the roof, firing a strand of webbing at an adjacent building, and yanking on the line, catapulting himself across Ponyville. He landed a few feet from the school, rushing towards the ruins.

Thankfully, the situation was better than it could've been. Cheerilee was covered in dust, as were her students, but they seemed mostly unharmed, gathered outside the ruins. Peter came over to them, joined shortly by Twilight and Pinkie.

"Miss Cheerilee! Are you alright?" Twilight asked, holding onto the teacher's shoulders.

"I *hack* think so," she answered, "I got everypony out when the shaking started...at least I think..." Cheerilee looked around at the children, doing a quick head count. "Oh no! Pipsqueak!" She whirled around, pointing at the ruined school. "He was in the bathroom when it started! He's trapped under there!"

"Got it!" said Twilight, igniting her horn. The entire chunk of wreckage was enveloped in her magenta aura, and began to rise off the ground. Unfortunately, after a few seconds, the ascension stopped, and Twilight grunted in pain as the effort of trying to lift up the school got to her. It was clear that she wouldn't be able to pick up the entire thing.

"Stop!" said Peter, as he reloaded his web shooters with regular fluid, "You can't do it! Just hold it open, I'll go down!"

"Are...are you sure?" Twilight panted.

"I'll do it!" Peter insisted, scurrying under a small hole under the roof. Twilight's magic finally gave out, and the refuse thumped down onto the ground. She gasped as she looked at the wreckage.

"Knock on the top when you've got him!" she shouted, praying Peter heard her.

* * *

Being a human spider, Peter was able to navigate the ruined school fairly easily. His spider night vision kicked in, something he was grateful for. He didn't even need Karen's assistance for this. He dragged pieces of broken wood out of the way, searching for the bathroom.

"Pipsqueak!" he shouted, as he punched through a toppled blackboard, "Pipsqueak!"

"Here...*ack!*" came a weak cough from his right.

Spider-Man turned, tossing a desk over his shoulder as he rushed through the now exposed doorway. Inside was a small, brown and white spotted earth pony colt. He was pinned under two long beams of wood, though thankfully, they seemed to have shielded him from broken glass and porcelain.

Spider-Man ran up to Pipsqueak, lifting the wooden beams off of him. Peter ran his hand over the small pony's body, checking for broken bones, but not finding any. Sighing in relief, Peter reached down to pick up Pipsqueak, when a large crack resounded behind him, and another group of support beams dropped down on them from above. Fortunately, Peter's spider sense kicked in again, and he leaped to the side to avoid the debris.

 _Well, that was fantastic,_ Peter thought to himself, _Now there's crap blocking the exit, and I've got a pony. How do I carry him and keep both hands free to..._ Peter looked down at Pipsqueak, as a thought occurred to him. _Spiders carry their babies on their backs. I can stick to walls with my hands, but I haven't tried..._

He lifted Pipsqueak over his head, arranging the colt so that the pony's front legs would be over his shoulders. A sensation, just like the one whenever he adhered himself to a wall, tingled down his back, as Pipsqueak settled onto the surface, adhering to his skin through his costume.

 _Huh. Neat._

* * *

Twilight was getting antsy. Spider-Man had been inside for several minutes, and he hadn't knocked on the wood. Nopony was sure what they could do, as earth pony strength would probably make it start to collapse further inward, no doubt making things worse for Peter. And there weren't enough unicorns to lift the ruins.

"Twilight Sparkle!" came a familiar voice. Twilight turned, discovering Princess Luna flying directly towards them, wings spread wide. "What happened?! Is everypony alright?!"

Before Twilight could answer her, Pinkie, shaking with stress. "The schoolhouse collapsed and Pipsqueak is trapped inside and Spider-Man went inside to save him but he hasn't come back out!"

"Pipsqueak?!" shouted Luna.

She turned on her hoof, horn beginning to shine as she prepared to levitate the ruin, but before she could, a faint tapping sound came from beneath the wood. Twilight gasped in surprise, lighting up her horn and lifting the top part of the ruin, the wood rising to reveal a dusty Spider-Man covered with wood chips, Pipsqueak sticking to his back.

Cheerilee rushed up to the human, as he took Pipsqueak off his back. "He's okay," he said, holding the small colt out to the teacher, "I looked him over, I think he's okay."

"Oh, thank the gods," Luna breathed, galloping over to Cheerilee and Peter. She lit up her own horn, enveloping Pipsqueak in a transparent blue light. She looked nervously at the colt she'd befriended on her first Nightmare Night, scanning his body for any injuries. "You are correct, he is safe."

Luna threw her front legs around Spider-Man's shoulders. "We are in your debt once again, Peter Parker."

"Um, you're welcome," said Peter.

Twilight smiled with relief, but a thought occurred to her. She had something she definitely needed to ask Spider-Man.

* * *

 **Originally, I wasn't going to post this until I finished Something Rotten, but I wanted to get it out in time for Halloween.**


	8. Spider-Party Part II

**Equis, Ponyville**

Twilight just stared at Peter, her expression one of somebody who can't quite believe they're having whatever conversation they're currently having. The two were parked in the living room of Twilight's castle, along with Pinkie, in the aftermath of the Nightmare Night celebrations. The lavender alicorn was rubbing her head in exasperation with both fore-hooves, the way she always did whenever something got on her nerves.

"So, let me get this straight," she started, "Your spider-like powers include an extrasensory 'spider-sense,' which apparently warns you of impending danger?"

"Well, that might be a bit misleading," Peter replied, "It pretty much gives me a better sense of everything around me, and I can react to things I don't see faster than everybody else. Where it comes from, I'm not certain. I looked it up once, and tarantulas have really sensitive hairs on the outside of their bodies that react to really low frequency vibrations in the air, ones that most other organisms can't feel. I guess my body hair now acts like that. At least, that's the best theory I can come up with."

"Cool!" said Pinkie.

"But that's just-I-do-" Twilight stuttered, trying to come up with a response, "That doesn't make any sense! You shouldn't be able to know how to react to something like-" The rest of her speech dissolved into frustrated grunts.

"Wait!" Pinkie called out. Her ears began to flip and bounce over her head, her eyes blinked rapidly, and her knees began to tremble. "Watch out for opening doors, Twilight!"

Peter opened his mouth to ask the obvious question, but he was interrupted by the sound of a door slamming, and Spike walking in with a large box labeled "Twilight's Analysis Materials."

"Got 'em, just like you asked, Twilight!" called the small dragon. Peter blinked in surprise.

"How'd you know that was gonna happen?" he asked, turning to Pinkie.

"Pinkie Sense," replied the earth pony, "My body reacts in various ways when things are about to happen. It's also what's making Twilight lose her mind right now."

Peter felt his jaw drop. "Wait...how does that even work? I thought earth ponies didn't have that kind of magic, and-"

"That's what I said," Twilight deadpanned from across the room, as she sorted through the box, "I spent days trying to quantify the Pinkie Sense, or figure it out. Eventually, I just sort of gave in, and had to believe it."

"Now that was a doozy," said Pinkie, "But it was a happy doozy, unlike the earthquake."

"But that doesn't mean I have to do it now!" Twilight declared, her horn glowing with power.

"Um, what?" Peter asked, apprehensively, backing up ever so slightly. Spike chuckled.

"Good luck getting out of this one, web-head!" he laughed, "Once Twilight gets set on some sort of scientific topic, she'll never let it go."

"No, no, no, urgh!" said Twilight in frustration, "None of this is going to work! It's all too technical, especially given how little I know about human biology!"

"I don't like where this is going," Peter mumbled.

Twilight turned around, her hooves clopping on the crystalline floor as she walked towards him. "Don't worry, Peter. I'm just gonna perform a simple scanning spell on you. See if I can figure out exactly how this 'spider-sense' works."

"I don't know, Twilight," said Pinkie, "You ever heard the phrase 'Be careful what you wish for?'"

"What could go wrong, Pinkie?" Twilight laughed, "I become a giant spider-pony?"

"This isn't gonna hurt, right?" Peter asked. As much as he trusted the Princess of Friendship, the mood she was in was starting to freak him out.

"Of course not," Twilight reassured him, "It's just a magical view of your being. You won't feel a thing, and I won't see anything private."

Her horn ignited once more, glowing with magenta energy, as Twilight cast the spell. Peter's entire body was enveloped in a layer of magenta light, and he rose a few inches off the ground. Twilight's eyes were shut tight as she focused the spell.

"Hm, nothing there. Wait a minute, what's that-"

Then her eyes snapped open. And they were pure white.

* * *

 _Twilight found herself floating in a black void. The only visible feature she could see in the empty space was a massive spider web, stretching out in all directions. Twilight looked down the length of the web lines, trying to find the end of them, and failing. They just seemed to stretch out into eternity. It almost made her eyes hurt to look at._

 _A loud scratching sound suddenly caught her attention. Twilight looked up at the center of the web, and she felt her heart leap into her throat, as her brain processed the terrifying sight._

 _It was a massive spider, hairy and black, with eight beady eyes dotting its head. The eight legs stretched for eternity in every direction, and the abdomen was a large, bulbous sphere emerging from the rear. The mouth opened, and two massive fangs emerged. Twilight swallowed in pure fear, and she tried to ignite her magic, only to find her horn failing to respond._

 _Then the spider spoke, and Twilight felt her fear deepen even further._

 **"Who are you? How do you intrude on my domain?"** _The voice was massive, booming, and seemed to emit not just from the spider, but from everything around her._

 _Twilight couldn't answer. She was too afraid. She was too afraid to even breath. The spider made direct eye contact with her, and she could see her own terrified expression in the reflective eyes._

 **"You are not the spider totem. You do not belong here."**

"Wh-what are you...?" _Twilight breathed,_ "I-I don't understand-"

 **"Begone,"** _said the spider._

 _A massive wave of pure force passed over Twilight, and she screamed as she was pushed into the void._

* * *

Twilight gasped, her horn shooting off a few residual sparks as she stumbled over, falling onto her side. As her magic cut out, Peter dropped out of his levitation, though he managed to catch himself on his feet. He and Pinkie rushed over to the fallen alicorn.

"Twilight! You okay?!" exclaimed Pinkie, shaking her friend with her front legs.

Twilight's eyelids fluttered as the white light faded from them, and she shivered from a chill, one she wasn't sure where it came from. She managed to get herself on her hooves once more, blinking rapidly to regain her vision. Her wings jerked out reflexively, balancing her out once again.

"I...I..." she mumbled, dazed, trying to regain some focus. She looked over at Peter, and everything she'd just seen came rushing back to her. "Oh. My. Celestia..."

"What is it?" he asked, his voice full of concern, "I didn't feel anything, what did you see?"

"I-I..." Twilight stuttered again, clearly on edge, "I don't know what I just saw, but I...think I've had enough unnatural senses mysteries for one day. Look, I'm just gonna go lie down, if you don't mind." With that, she turned around and trotted away towards her bedroom, magically shutting the door behind her. Pinkie, Spike, and Peter were left to stare after her.

"Um...is she gonna be okay?" Peter asked, unnerved.

Pinkie didn't answer for a moment, instead closing her eyes and focusing on her body silently, feeling every hair and piece of skin, trying to find some sort of reaction.

"No Pinkie sense," she announced, "She'll probably be fine! Although..." Pinkie looked off into the distance, thinking, "What _did_ she see?"

* * *

 **This is the only time I'll reference the supernatural side of Spider-Man's origins, I promise.**


	9. Fire and Fury in Canterlot

**Equis, Canterlot**

The small carriage made its way up the pathway to Canterlot Castle, pulled by a pair of royal guards. Originally, Tony and Steve had disliked the idea of a royal escort, reasoning that they could just as easily take the train, but Celestia had reasoned that the person they were bringing with them was rather important, and it was better not to take risks. The passenger in question didn't think he needed it either, but he wasn't complaining.

The carriage finally pulled up to the castle walkway, where Celestia, Luna, Cadence, and Twilight waited patiently. Twilight had been in Canterlot when the Tony had sent the request for this meeting across the journals, and she'd jumped at the opportunity to meet another human, one who'd she'd heard quite a bit about. Celestia and Luna, eager to form relations with Earth and its people, were receptive to the idea, and Cadence had agreed. The door opened, and Steve and Tony stepped out, wearing casual clothes, though Steve still had his shield slung across his back, and Tony still had his suitcase containing his compressed armor.

The third man who came out of the carriage was different. He had a darker shade of skin, a completely bald skull, and an eyepatch slung over one eye. He wore black clothes, including a long black coat that hung down to his ankles. Luna, ever the observant, could see that this was a human with determination and a will of iron. He was comparable to the Avengers, from what she could guess, although he was older than they. Then again, from what she'd been told of this human, these facts were unsuprising.

Tony bent down to give Twilight a small hug. "Good to see ya, 'Twily,'" he said, "Pinkie hasn't burned down Equestria yet, I see."

"Oh come on, that's just pessimistic!" Twilight scolded him, but her smile betrayed her true feelings. Even if they always had the journal to communicate, the times they could be face-to-face were always welcome.

Steve, formal as always, gave a small bow to the remaining alicorns, despite their insistence that he didn't need to. "Princess Celestia, Luna, Cadence, Twilight," he announced, "Meet Colonel Nick Fury."

Fury gave a bow of his own. "They've told me a lot about your world," he told the ponies, "And I'm happy to be your guest. Though I don't hold much power anymore, I'm always willing to step in for the sake of planet Earth. It's what I do."

"Glad to hear it," said Celestia, "What was your position again, Mr. Fury?"

"Head of the Strategic Homeland Intervention, Enforcement and Logistics Division," said Fury, a note of bitterness creeping into his voice, "Defunct now, thanks to Hydra."

Cadence blinked. "I'm sorry, head of the what?" she asked.

"Shield," said Twilight simply, then as the others looked at her perplexed, "It's a acronym. It spells out Shield."

"You know, I think you're the first one to get that without being told beforehand," said Tony, "Considering how much of a mouthful that name was." That earned him a glare from Fury.

"Shall we take this discussion inside?" asked Luna. Now came the harder part.

* * *

"So," Fury began, once all the participants were seated around the conference table, "From what I've heard, you want to open diplomatic relations with Earth. However," he gave Tony and Steve a glare, "You're concerned about taking a position on the Sokovia Accords, considering that could reveal what happened here, with that Sombra freak."

"We get it, okay? We screwed up," Tony protested, covering his face with one hand. They'd already had this conversation, for Pete's sake. "It's not like we said 'Hey, let's all take sides in this controversial issue, dividing us and leading to a mini-civil war that ends with most of us on the run.'"

"We want to help with the Accords process," said Luna, "But our interference in Earth laws could be seen as an attempt to consolidate our political power on another planet by making the Avengers indebted to us, or some such nonsense, and that's not something we want any part of."

"I can see that," Fury replied, "Tony, what's the situation like?"

"Well, the good news is that the majority of the U.N. are starting to wake up from the shock of Lagos, Sokovia, and all those nightmares," said the billionaire, "They're realizing that the whole knee-jerk reaction wasn't the best. There's talk of giving amnesty to all rogue Avengers once the Accords get modified. Of course, progress is slow. Thanks, Ross."

"When you say amnesty, you don't mean Bucky, do you?" asked Steve, looking somber. Luna immediately felt a pang of sadness for her closest human friend.

"Well, I did give Ross-Everett-the evidence that proves Zemo was behind everything. The biggest problem is gonna be getting past all the Winter Soldier crap." Tony sighed quietly. "No matter how many times we point out Hydra brainwashed him, something we have physical evidence of, everyone's all like 'We can't let this go unpunished' and other garbage. It's ludicrous. Too bad we don't have Wakanda backing us."

"You know we can't ask T'Challa for that," said Steve, "He's already done so much for us already. Not to mention he's not even officially king yet. His coronation ceremony isn't for another few months."

"I know, I know, but I guy can dream."

"There are other things to consider," Fury spoke up again, laying his teacup down, "Once Equestria is fully exposed to Earth, it'll become a target."

"Fury!" Steve admonished him, "We're a better species than that!"

"An individual is good, Cap," Fury countered, "Think about it. Hydra. Any number of power hungry crime lords. If Equis becomes public knowledge, there will always be people looking for ways to exploit it. Especially since they have magic. That's not me being cynical, that's just logic."

Twilight sighed as she processed this fact. Nopony would claim humans were a bad species (though in the aftermath of the Sombra fiasco, there had been some dissent among the nobility, regarding the Avengers receiving the highest honor in the land), but it was a fact that they were an imperfect species, with good and bad individuals. Then again, that was one thing they had in common with ponies. After all, ponies had given birth to monsters like Sombra, Nightmare Moon, and Starlight Glimmer before she was shown the light. Would anything really change once they opened themselves to Earth?

Before Twilight could speak, Celestia voiced her thoughts.

"We are prepared to deal with the consequences," she said, "The Avengers stepped in to help us deal with a threat entirely of our world, asking for nothing in return. If Earth should be threatened, or an Earthly danger should come to Equis, we shall do our part in stopping it." She spoke clearly and confidently, never wavering from her conviction. Princess Celestia had always been a reassuring figure, which was one factor that pushed so many ponies to trust her.

"Of course, we've got problems on our end, too," Twilight admitted, sadly, "Some of the Canterlot and Crystal Empire nobility wants nothing to do with humans. There are these ridiculous claims that Sombra wouldn't have attacked if not for the Avengers. Then there are the extremists claiming we should go on a crusade to forcibly and permanently transform all humans into ponies. It's ludicrous." She groaned at the thought. "Fortunately, nopony takes them seriously."

"It's just the way things work," said Tony, "There'll always be xenophobic idiots who think that anything different than them equals the devil, or some crap like that."

"Could be worse, I suppose," said Fury, "We've got a period of peace now, that's something. God only knows how long that'll last."

"Well, I think we should take a break," said Cadence, "We've outlined all of our problems, we just need to figure out how to fix them...somehow."

At the prompting of the Princess of Love, four alicorns and three humans stood up from the table, setting off to rest for the next few minutes. Princess Celestia, however, kept her eyes on Nick Fury. She had some things she wanted to ask him.

* * *

Nick Fury would be the first to admit he wasn't fond of cute. Yet, as he stood on Canterlot Castle's balcony, he realized Equestria held a strange and fascinating allure to him. The countryside was gorgeous to look at, and from what he could tell, the ponies themselves were more than characters out of the fantasies of small girls. There was real power behind them, pushing them to heights even humans could reach. If Earth had this planet among its allies in the future, perhaps they were better off than he'd believed.

"Twilight told me you were one of those who initially brought the Avengers together," came the voice of Celestia, as she trotted up next to him, "I suppose I should thank you for that."

Fury chuckled lightly to himself. "I suppose. Though we didn't do it with ponies in mind, of course."

"Fair enough. That does beg the question: What made you bring them together in the first place? Thor and the others haven't told me much about that."

Fury looked off into the distance, his hands relaxing as his sides. It had been less than a decade since the inception of the Avengers, yet it still felt like an entire lifetime. They'd been together long enough that the idea of a world without them felt empty. That's why it hurt so much to see the Accords split them apart.

"The world was changing back home," he recalled, "People-extraordinary people with abilities we'd never seen before-were popping up everywhere, and they couldn't be controlled. And not all of them were good. Eventually, somebody had the idea to bring together a group of them. A group of people who would do the right thing and would fight the battles normal people never could. A group of people that would always be there when we needed them." His single remaining eye stared across the horizon.

Celestia mulled over his words. "Odd. That was basically the same reasoning that went into finding the new Element Bearers. When we needed a group of remarkable, capable ponies, they'd be there for us. Perhaps there are more similarities between humans and ponies than I suspected."

"Maybe," said Fury, "And they have the potential to make us better. Captain Rogers was the one who pointed out how bad the idea of Project Insight was. I didn't fully get it until we realized Hydra was planning to capitalize on it."

"I agree," said Celestia, "Twilight's done so much more than I ever could've expected of her. Maybe...maybe we need them as much as those they protect."

"Well," said Fury, "We could always use more friends. I hope that Equestria eventually forms a close alliance with Earth, Princess Celestia."

"Likewise, Colonel Fury."


	10. The Gathering I

**Earth, New York, Rikers Island**

MacDonald "Mac" Gargan always prided himself on getting through obstacles in his path. In his case, those obstacles tended to be human, and they tended to end up in the ground. Naturally, this resulted in a life in and out of prison, not that Gargan cared too much. He'd gotten better at covering his tracks from the last few "incidents" anyway. There were still a couple of bodies he didn't think the cops had even managed to find.

However, this time, Gargan wasn't in jail for murder, robbery, or anything else. Now, he was just hanging out in a cell while the FBI tried to prove he'd been one of the potential buyers for the arms deal on the Staten Island Ferry. Considering that the sale was for sophisticated weapons developed from technology salvaged from Avengers incidents, if they could nail him, it would be a big deal. They wouldn't be able to do it, of course, but they had probable cause to keep looking, and that would be enough to hold him for the rest of the day.

That bit of good news, unfortunately, couldn't bring out his good mood, due to the massive amounts of pain he was in, after getting knocked off the the Staten Island Ferry during that little deal. Gargan's arm was bound into a cast, and had multiple pins inside it to help it heal properly, not to mention the numerous stitches across his body that stung constantly. One of his eyes was still bloodshot. It was only temporary, of course, but Gargan was still in a state of chronic pain.

The light in his world right now was the thought of revenge. The thought of finding that little spider kid and bending his fingers until they snapped, poking out both of his eyes, and generally making sure he experienced every bit of agony Gargan felt ten times over. It was the most pleasant prospect he'd had in so long, and he clung to it like a lifeline. Once he got out, and once he'd healed, he'd gather up as many people as he could pay, and they'd hunt down Spider-Man. The thought of revenge was sweeter than any other. Shame Toomes had no interest in helping, but it would go just fine without him.

Gargan looked across the hall, where Herman Schultz, one of Toomes' men, was sitting quietly. After Toomes himself had been a bust, Gargan had moved on to Schultz, knowing that the man was a hard worker, and reliable. Schultz had been ordered to kill the spider kid some time back, but he'd apparently failed, and the entire gang had been caught, except for Mason. God only knew where he was. As it turned out, Schultz hated the kid too, and was perfectly willing to take another chance to pound his face in. Once Gargan was free, he'd gather up some guys and bust Schultz out too. They'd grab his electric gauntlet too, realizing how useful it would be for their work. Spider-Man wouldn't know what-

Gargan's train of thought came to a screeching halt as he felt some sort of wave wash over him. It was like an invisible tide of water, though it didn't carry the physical force to push him over. A chill went down his spine, and he knew immediately that this was unnatural.

As the wave passed, time seemed to...halt. Outside of Gargan's cell, guards stopped in mid-walk, and the two participants of a fistfight froze where they stood. The ever present clock ceased ticking. The only one who seemed as unaffected as Gargan was Herman Schultz. The two men stared at each other, unsure of how to react to this.

But before a word could be spoken, a swirl of sparks appeared in the air in Gargan's cell. The sparks spiraled outward, eventually forming a rather large, circular pattern. To Gargan's surprise, as he looked into the circle head on, he didn't see the other side of his cell, but rather a completely different location. He didn't manage to take in many details, however, before a woman stepped through the portal.

She had the physique of an amazon, to say the least, with a tall, imposing figure, and thick muscles. Her long blond hair hung down her back, unencumbered by any decorations. She wore slim, form-fitting green armor, covering everything below her neck, while her head was adorned with some sort of green, crown-like piece. Her face was beautiful, though from her expression, Gargan was sure she knew this fact, and took perhaps a little too much pride in it. Her fingers glowed with green energy, and with a wave of her hand, the portal behind her sealed shut.

"MacDonald Gargan," said the woman, "Herman Schultz. I am Amora the Enchantress. I come bearing you an offer."

"What is this? What are you doing and why?" Gargan asked, bewildered. This kind of unnerving super-powered crap always managed to unnerve him. He got to his feet, putting up his one remaining fist. Across the hall, he could see that Schultz was just as apprehensive as he.

Amora smiled maliciously. "My employer has a proposition for you two. He knows you both want to eliminate Spider-Man. How would you like the chance to do that..." She leaned forward. "Along with the entire Avengers?" She held up her hand, clutching Schultz's electric gauntlet in her grip.

Gargan actually gasped. The criminal underworld, naturally, despised the Avengers. Even if they spent a lot of their time focusing on big, planet-ruining, potential apocalypses, they still found the time to bust arms dealers and the like. Wiping them off the map would be a massive boon to any criminal's business. And this woman had frozen time around them, and she was working for somebody who was probably even more powerful. Really, Gargan couldn't see any way he could say no. He turned to look at Schultz, a sadistic smile finding its way onto his face. Schultz nodded in agreement, having gone along the same train of thought.

"Hell yeah, we're in," Schultz chimed in, grinning, "When do we start?"

Amora gave another unnerving smile, as she snapped her fingers. Two more portals emerged, one in Schultz's cell and one in Gargan's. Both men eagerly approached their paths to freedom.

"They won't even realize you've gone for a time" Amora informed them, as she passed through the shimmering portal.

* * *

 **Earth, Latveria**

Gargan and Schultz found themselves in a large, wide-open room, where the walls were formed of neatly arranged bricks. It was like something out of some medieval castle at first glance, but a look at the rest of the room revealed that as inaccurate. A series of massive computers, along with various other machines they couldn't identify, lined the room. At the largest computer sat a man with four large, metallic tentacles emerging from the back of his trench coat.

"Ah, Amora, you finally return," said Otto Octavius, his mechanical arms typing away at a keyboard, apparently of their own accord, "And you've brought us more hands, at last."

"Don't give me your attitude, Octavius," Amora snapped, her eyes pulsing green, "We both know that I am more valuable to our employer than you."

"Wait, if you're not the one in charge, who is?" asked Schultz, "I kinda like to know exactly who I'm working for."

"And you shall," came a deep, booming voice from across the hall.

All eyes turned across the room, discovering the figure that had just arrived. A tall man stood by the door, wearing a suit of shining, silvery armor, covering his entire body. A dark green cloak, complete with a hood, covered his shoulders and head. The face didn't resemble a helmet, so much as a cold death mask, with sharp, angular features. The one thing that could be see were the eyes, dark brown, almost black. Schultz and Gargan instinctively shrank back, not only because this figure was so intimidating, but because they'd seen this figure before. Everyone had seen him on the news at some point. The Latverian dictator was known all over the world.

"Dr. Doom?!" Gargan exclaimed, unable to comprehend this new situation, "You want to hire us?!"

"My lord," said Amora, with a bow. Octavius did one as well, before resuming his work on the computers.

Victor Von Doom stomped down the steps towards the others, his armor clinking with every step.

"My current objective threatens to put me in conflict with the Avengers," Doom explained, "They cannot comprehend real progress in the world, and the sacrifices that have to be made in order to fix things. So, I find myself in need of...employees that are willing to take care of them." He looked at Gargan and Schultz. "I'm told you two have a desire for revenge on Spider-Man in particular?"

"Oh you have no idea," said Gargan with a chuckle, "I almost wish that kid actually had eight limbs, so I could take the time to pull them all off one at a time."

"Excellent," said Doom, "Then you will obey only my orders. Disobey, and you die. Fail me, and punishment will be severe. If you succeed, you will be properly rewarded. Understand?"

"Y-yes," said Schultz, unnerved. While he was perfectly willing to kill the spider kid, this was on a level he'd never expected. Dr. Doom was the ultimate feared figure in the underworld, and Schultz knew enough about the guy to know that he wasn't bluffing. "But how are we gonna take them out? We're just ordinary guys."

"I've already planned for those factors," Doom replied, smugly. He held out a hand, and Amora levitated the electric gauntlet over to his waiting hand. Doom examined the weapon in his hands. "An interesting piece of technology, but not much on its own. I'll fabricate a second for you, Schultz along with a suit and upgrades. Octavius?"

Octavius obeyed, typing a few commands on a single keyboard, bringing up an image. "We thought of a way to enhance the gauntlet, creating a weapon that fires vibrating electrical pulses, strong enough to shake apart most structures. The only problem was the feedback, which would obliterate an ordinary human." A three-dimensional image of a full-body battle suit appeared on the screen. The suit had the shock gauntlets on both hands, armored limbs and head, and foam padding. "The heavy padding will absorb the aftershocks, keeping the body intact."

"As long as I don't have to call myself the Shocker," said Schultz, groaning internally at Bryce's moniker.

"What about me?" asked Gargan, eager to see his own upgrades. Who wouldn't be?

"Mac Gargan. You will live up to your street name, the Scorpion," said Octavius with a grin. He pressed a few more buttons, bringing up a picture of another battle suit. This one was covered entirely in armor plating, but the hands were replaced with massive, pincer claws, and a gigantic tail emerged just below the spine, arcing over the body. "Specially designed by our combined intellect to counter Spider-Man's powers. With that, you should be more than a match for him, and any other Avengers that get in your way."

"In addition," Doom continued, pulling a vial of green liquid out of his cloak, "I can make you his biological equal, giving you the powers of a scorpion. As scorpions prey on spiders, so shall you prey on Spider-Man. However, I must caution you. The process for equipping your battle suit is based partly on how Dr. Octavius here uses his mechanical arms, and is rather...unorthodox. The tail will be physically fused to your spine, giving you total control, but the process is irreversible. You are certain you wish to go through with this?"

"I'll ask again: Are you kidding?" laughed Gargan, "I get to kill Spider-Man and walk around with a six-foot tail that can waste normal people? Sign me up!"

Behind his cold metal mask, Dr. Doom smiled a wicked smile. This had been easier than expected.

* * *

 **This is one of a handful of chapters that tease the sequel to the main story.**


	11. Pillars of Friendship

**(Takes place immediately after "Shadow Play.")**

* * *

 **Equis, Canterlot**

Tony, Steve, and Thor hadn't been able to answer their journals during the Pony of Shadows debacle, due to business on Earth and Asgard. Upon their return, they discovered several missed 'messages,' detailing Twilight's research into the discovery of Star Swirl the Bearded's journal, as well as the subsequent freeing of the unicorn himself, as well as the other Pillars of Old Equestria. Thor quietly cursed that he'd been unable to have a match against the Pony of Shadows, seeing how that would've been a worthy test of his skill, even if they had ended up saving Stygian in the end. Nonetheless, the three made their way to Equestria as soon as they got the messages.

Tony rushed into the throne room of Canterlot Castle, getting on one knee where Twilight immediately jumped into his hug, as the two hadn't had the chance to see one another in a while. Applejack hugged Steve in a similar fashion, while Thor and Celestia were of sufficiently comparable height to do one standing.

"Sorry we weren't around, Twi," said Tony, "I really hope this doesn't become a recurring thing. You know, where one of our planets has a crisis, and the other isn't around to pick up their book. Seriously, this is the second time we've missed out on one of your little adventures."

"It's okay, Tony," replied the Princess of Friendship, "Both of our groups dealt with plenty before we met each other. It's not like we can't handle it."

"Still, a shame we missed out," said Thor. He looked across the room, discovering the room's other occupant. "Star Swirl! Haven't aged a day! Good to see you again."

The bearded unicorn looked over the Asgardian with a nostalgic smile on his face. "Prince Odinson. You've done a lot of growing up, since I've been gone, I hear. You don't seem to be quite as...oafish as you once were."

Thor's expression changed to an annoyed frown, until he saw the smirk on Star Swirl's face and realized he was kidding.

"Believe me, we've all changed for the better," said Luna, her hoofsteps clopping across the brick as she entered the room, "Even if...Loki...is no longer with us."

Star Swirl looked down with a hint of sadness. He hadn't been particularly close to Thor's brother, but he knew Loki had been Luna's closest friend. Loki had been a good, intelligent lad in Star Swirl's time. Admittedly, he would miss the trickster.

"So, anyway," Tony starts, trying to cut through the sad tension, "Twilight's told me a lot about you, beardo. Whenever she starts talking about you, or your magic discoveries, she goes into full-on nerd mode."

Star Swirl blinked. "And what, pray tell, is this 'nerd mode?'" he asked, perplexed.

Twilight, blushing furiously, used her magic to telekinetically shut Tony's mouth. "Nothing! Nothing!" she insisted, "Just some slang from Earth!"

Star Swirl looked over Steve and Tony. "Humans," he muttered, eyes analyzing every part of their bodies, "Creatures of legend in Equestria, yet you come from another world entirely. Is there any connection?"

"Beats me," Tony replied, "We didn't get a lot of time to explore that whole myth. It'd be funny to see how many scientist would flip out if that got added to the books. Which reminds me, you've been off for a thousand years. You're probably gonna need some help adjusting."

"Don't worry 'bout that, Tony!" chimed in Applejack, "With Princess Luna, we got plenty experience helpin' ponies adjust to changed times!"

"I know what that's like," said Steve.

"So, you are the greatest heroes of your world," Star Swirl said, looking over the Avengers, "Impressive, I suppose."

"They are some of Equestria's greatest allies," Celestia declared, her hoof around Thor's shoulders, "We hope to open relations with planet Earth as soon as possible."

"Excellent!" said Star Swirl, "Perhaps I could be of use to that cause. Shall we?" He beckoned Celestia, Luna, and Thor, and the quartet walked out to the palace gardens.

Tony, still next to Twilight, got on his knees next to her. "So," he said, keeping his voice low, "You said your idol wasn't all you built him up to be?"

"No," Twilight admitted, "He's...blunt, I suppose would be the word. He was pretty dismissive of me at first. To be fair, I did undo a spell he created to banish an unstoppable evil from Equestria, bringing that evil back."

"Hey," Tony cut her off, laying a hand on her shoulder, "You know that's not your fault, no matter what he says. Everything you've ever done, you've done for the better of everyone. I know that's the truth."

"It all worked out in the end, Twi," said Applejack, placing a comforting hoof on her friend's wing, "Ya even freed that poor Stygian pony from the darkness! And nopony faults ya for just tryin' ta bring back the Pillars!"

"It's sad they'll have to readjust after being gone so long," said Steve, "Like I said, I know what that's like. It's hard, because everything you knew is gone, and there's so much that's new you have to learn and discover. It's a handful."

"Yeah," said Twilight, "And we did reunite a group of old friends. Stygian said he couldn't wait to see all the advances in pony sciences since he'd been gone."

"That reminds me," Tony brought up, "You said that Stygian reached out to dark powers in that Well of Shades place? Do you think it has anything to do with the dark powers our pal King Edgelord had?"

"Sombra?" Twilight asked, "Hm...to be honest, the thought hadn't crossed my mind. It's definitely possible."

"Well, we've got nothing better to do," said Tony, "Who's up for a field trip?"

"Ah think Ah'll sit this one out," said Applejack, "Really didn't care for the place. Hey Cap? Some'a the other Pillars said they might hang around a bit longer. Ya wanna meet 'em?"

"Sure," answered Steve, "That might be nice."

* * *

 **Equis, Well of Shades**

During her previous visit to the dark shrine, Twilight hadn't had much of a chance to truly examine her surroundings. The well was a rather simple, yet ornate location, with lovely marble columns holding up the ceiling. Intricate carvings of ponies adorned the walls, and one depicted what appeared to be an alicorn shaking hands with a humanoid figure.

"Pretty interesting sites," said Tony, as his suit camera recorded everything, "If you got some archeologists down here, they'd probably get a lot out of it."

"Maybe," said Twilight, running her hoof over an inscription at the bottom of a column. Ever since the Sombra incident, Lyra had been teaching Twilight the language of Equestria's prehistoric humans, but the alicorn was finding it difficult. Even now, as she looked over these carved words, the translations weren't coming to her. Fortunately, Tony had programmed it into his suit. "Are you getting anything from the writing?"

"Not much," Tony admitted, as he scanned the ancient text, "A lot of the text has eroded from the passage of time, and it's making the computer hesitate. I am getting a lot of mentions of 'The Powers From the Great Beyond,' or something to that effect."

"Any idea what those might be?"

"Well, there's a list of names here. Let's see...Dormammu, Shuma Gorath, Shou-Lao the Undying...these look almost like the names of gods they worshipped. Wonder if Sombra made his deal with one of them."

"We do know the ancient humans believed in the idea of a higher power," said Twilight, "Before the ancient alicorns met them, they once believed magic was the divine essence of gods leaking into our world. They used to teach that once they learned how to fully manipulate magic, they would ascend into true godhood."

"What stopped them?" asked Tony, "That little experiment with Sombra's Monolith?"

"Well, that was one factor," replied Twilight, "But there were apparently others. Lyra told me about some sort of 'Great Awakening' they attempted that scared them so badly, they almost swore off magic, until the alicorns came to them."

"Curious," said Tony, as he recorded the last of the inscriptions, "Did Lyra ever figure out how the humans died? Or disappeared, or whatever?"

"Nopony knows for certain," said Twilight, "It was well before the time of Star Swirl, or the unification of the three tribes. The alicorn empire never recorded anything about it."

"Guess it's a mystery for another day," said Tony.

* * *

 **Equis, Canterlot**

"And then, as I dug the trench, my body was reshaped through sheer magic and force of will, transforming me into a mighty stallion, powerful enough to carve through the earth with ease!" Rockhoof boasted, raising his shovel into the air.

Steve smiled, reminded a bit of Thor. The good Captain, along with Applejack, was currently in the armory of Canterlot Castle, alongside Flash Magnus and Rockhoof, Meadowbrook, Mistmane and Somnambula having left for parts unknown. Flash Magnus and Rockhoof were considering joining the Royal Guard, at least temporarily, in order to impart their lessons in courage and inner strength into other ponies. Steve had asked them about their own personal stories, which had gladly been shared.

"I can definitely relate to that one," laughed the good captain, recalling his smaller, pre-super serum physique, "If we had magic on Earth, maybe my procedure wouldn't have been such a pain."

"Fascinating!" said Flash Magnus. He was currently tossing spears at Steve's shield, hanging off the wall, and noting how none of them even managed to scratch the surface. "Even accounting for the disk shape, there's no way that shield should be so sturdy!"

"That's the power of vibranium," said Steve. He held up the pegasus' own shield. "Considering that yours is apparently lava-proof, I'd say you've got a pretty descent one, too."

"Captain Rogers?" Rockhoof asked, gently poking Steve's leg with his hoof, "Pardon me for asking, but if you truly were so scrawny before, why did Dr. Erksine ask that you receive that super soldier treatment?"

Steve looked off into the distance, not seeing the walls of the castle, but images of the past, letting a wave of nostalgia pass over him. "Erksine believed it was the person who would make the super soldier, not his formula," he finally said, "He saw something in me that he believed was worth giving it to."

Applejack smiled fondly, wrapping her front leg around Steve's. This was what had drawn her to the captain in thee first place. His sense of self, his inability to grow an inflated ego or become too conceited. At the same time, Steve was willing to fight for anybody who needed him, something she could always admire.

"Ah can't say fer certain what it was, Steve," she said, "But Ah can say he chose the right guy."

Steve smiled as he ruffled Applejack's mane. "Thanks, AJ."

Rockhoof and Flash Magnus didn't fully comprehend why, but the sight of this friendship left them with a feeling of peace.


	12. For King and Country

**(Takes place immediately after "Black Panther.")**

* * *

 **Equis, Twilight's Castle**

As she went over the latest message sent across the blue journal, Twilight found herself shocked and admittedly scared. She'd known the Avengers dealt with dangerous threats, and those they faced were generally more brutal than those that assaulted Equestria, but she hadn't expected this. She felt a wave of empathy for Prince-no, King-T'Challa and his family, sorry for everything they'd been through over the last few days.

Spike looked over her shoulder, reading the details alongside her, and gasped in surprise. After finally ascending to the throne, poor T'Challa had been forced to confront his father's greatest mistake in the form of the cousin he never knew existed, who'd managed to overthrow him. The Black Panther had reclaimed his birthright, but it had come at the cost of several Wakandan lives, and many who'd followed the traitorous N'Jadaka/Killmonger had been imprisoned. It was a victory, but a bittersweet one. With those matters out of the way, at least for now, T'Challa had invited Twilight and Spike to Wakanda for a social visit.

"T'Challa..." Spike mumbled, overlooking the message once again, "I can't imagine what that's like. And he's the king, the one with the responsibility of an entire country on his back. How do you manage that?"

"I don't know, Spike," Twilight replied as she packed her saddlebags, making sure to extra notebooks and writing utensils for taking detailed notes, "Even as the Princess of Friendship, I'm not solely in charge of Equestria's friendship problems. I've even got Celestia, Luna, and Cadence backing me up. T'Challa may have advisors, his mother, and the other tribes helping him, but a lot falls onto him alone."

"He's a tough guy, I know, but he's not all-powerful," Spike noted sadly. He'd gotten along very well with the king-in-waiting, almost looking up to him like a cool older brother. The idea of his friend going through such a massive amount of stress, built on top of his job of keeping Wakanda safe and secret from the outside world, was troubling and kicked in Spike's natural empathy.  
Twilight zipped up her saddlebags. "Well, maybe he'll accept help from Equestria, at least in the rebuilding process," she suggested, strapping on her magic battery belt "Come on, we don't want to be late."

* * *

 **Earth, Wakanda**

Shuri squealed with delight as the familiar mirror lit up with magenta light, launching a clear beam from the gem embedded in its frame. Upon hearing of their visitors, she'd insisted on having it moved to her lab, where she could see them come in, as well as observe the workings of the portal device.

Okoye struggled to hold back a laugh. "Just don't go poking them or anything," she reminded the princess, "I doubt they'd particularly enjoy it."

"Oh, come on!" Shuri protested, "Do you really think so little of me? Although I wouldn't mind taking the chance to do some tests, maybe see how magic reacts with vibranium..."

T'Challa, standing on her other side, elbowed her in the stomach, as the beam expanded into a bright blue, swirling vortex. In the middle of the vortex was a clear view into Twilight Sparkle's castle, with the Princess of Friendship herself, as well as Spike. The two marched through the portal into Wakanda, and the vortex sealed itself closed behind them.

"Your Highness," said Twilight, beginning to bow. Spike copied her action, before T'Challa walked over to them and lifted them up.

"No need for that," he insisted, "You are friends to me and Wakanda. You need never bow in my presence."

Standing back up, he indicated the two women. "This is Okoye, general of the Dora Milaje, the Wakandan Royal Guard." The bald soldier gave a small smile as she gripped her vibranium spear. "And this is Shuri, my sister, and Wakanda's princess."

Shuri, unable to contain her joy anymore, squealed again as she rushed over to Twilight, gripping the pony by the front hooves. "I've heard so much about you from T'Challa!" she said, jumping up and down, "How does your magic work? How do you measure it? What happens if you have too much inside you? Have you tested it with vibranium? What exactly-"

"Shuri!" T'Challa insisted, bringing his sister out of her geek mode. Shuri blushed slightly as the full extent of her actions dawned on her, scooting away from Twilight with a quiet apology. Twilight didn't mind, although she would've been hard pressed not to draw parallels to how Lyra reacted upon first meeting humans.

"Anyway," T'Challa continued, "Why don't I show you two around?"

* * *

Twilight couldn't deny it. Wakanda was beautiful.

The buildings had their own unique style of architecture that she would've had trouble describing, though some of it reminded her of things she'd seen in pictures of Zecora's home country. There was vibrant color covering most of the surfaces, giving the city a bright, warm feeling. At the same time, even with all of the development covering the land, there was still plenty of the natural environment remaining, untouched by progress and buildings of stone. The massive river of clear water, leading to the cliff of spreading waterfalls, where T'Challa had apparently had his first ceremonial duel with N'Jadaka.

There wasn't a ton of damage to the city that needed repairing. The majority of the battle had taken place on a massive, open plain, where the land could easily be restored. They'd lost a couple of ships that had to be taken out, but nothing Wakanda couldn't handle.

At the same time, Spike couldn't help but notice the mood of some citizens. While the majority simply went about the business of their daily lives, looking content at best and indifferent at worst, some looked somber, no doubt due to recent events. But some looked at King T'Challa with what could be described as anger, frustration, and disappointment. T'Challa's quick moving eyes took this in, but outwardly, he showed no reaction. Spike found himself even more worried for his friend.

Fortunately, he would find the time to address those concerns soon. T'Challa took them back to the vibranium mine, letting Twilight off to discuss science and magic with Shuri. Spike accompanied him around the mine, directly to the top of the panther statue, where they could stare out into the African countryside.

"This was where he pulled out the blade," T'Challa indicated, pointing down to the spot between the panther legs, where the tunnel led directly out of the mine, "I offered him mercy, and I believe Wakandan science could've saved him, but he refused. He'd rather have died than gone to prison, forced to face the truth of how wrong his plans were, and how much needless death they would've wrought." He looked down sadly, holding the ring N'Jadaka had once carried with him everywhere. "In his effort to secure our country, my father created a monster. A monster some were willing to follow."

"Is that why those people gave you dirty looks?" asked Spike, fighting his apprehension, "Because they feel like he was a better king than you? Because they think you're too soft?"  
"Some of them, most likely," T'Challa replied, "But it's probably because I've decided to reveal Wakanda's scientific advancements to the world."

"Oh," said Spike, "Wait, WHAT?!"

"It's true," continued T'Challa, "Once we can set up a conference at the U.N., I'm going to show everything to the world. Wakanda will become an active participant in international affairs. We won't keep secrets anymore."

"B-but what about you?" stammered Spike, "What about all the vibranium? People are gonna want that! And they'll think you have too much power, and-"

T'Challa laid a hand on his scaled shoulder. "We can no longer stand by the sidelines, pretending we're keeping ourselves pure by staying away from the world," he insisted, "It was those policies that created Killmonger in the first place. People are suffering, and Wakanda could've helped them, but we didn't, because we thought we were so much better. It's wrong, Spike."

"Yeah, I guess," Spike replied, "But if your people are so angry...what will you do?"

"Part of being a leader is making decisions," said T'Challa, "And not all of those decisions will be popular. But I know, after everything that's happened, that it is the right thing to do. I must not allow us to continue acting like blind fools."

"What made Wakanda act like that in the first place?" asked Spike, "Were you just advancing so much faster than the rest of the world, you decided they weren't worth the effort of helping or anything?"

"I suppose that's as good a summation as any," replied T'Challa, "History records claim we saw the world descend into war, and withdrew from it. Clearly, not an unbiased perspective."

"Well, it's good you're cleaning up the whole country, then," said Spike, "Are you sure you can handle all of that? You'll have to prove to the rest of the world you're not a threat and everything. Won't that be difficult?"

"Yes," replied T'Challa, "But I would do anything for the good of Wakanda and its people. I will not let them down."

Spike smiled. T'Challa carried an aura of confidence that inspired those around him. It was impossible not to believe in him when he said he would accomplish this impossible task. That was one of the reasons Spike liked the human so much. He was everything a leader should be.

"So," Spike continued, mulling over his words, "I don't suppose we could continue those fighting lessons we started in Equestria, could we?" he asked, flashing his puppy dog eyes. They always worked on Twilight.

T'Challa couldn't help but laugh. "You really don't waste any time, do you?" he asked, climbing to his feet, "Very well. But I warn you, my battle with N'Jadaka has inspired my to pick up several tricks I missed."

"Oh, it is on, now!" exclaimed Spike, jumping to his own feet. He inhaled a deep breath, releasing several individual fireballs from his mouth, aiming for T'Challa's chest so as not to injure him too greatly. It didn't matter in the end, though, as the king managed to weave through them like an explorer through a snowstorm.

"You'll have to try harder than that!" he chuckled, as he charged forward.

* * *

"So it does absorb magic?!" exclaimed Shuri, jumping up and down from sheer excitement. Twilight had returned to her lab following the tour, and the two had immediately launched into a discussion on the interaction between vibranium and magic, something Shuri had wanted to study for ages. Twilight had gladly demonstrated the results of the brief research she'd managed to conduct on the one stolen vibranium shard back in Equestria, firing her magical blasts at a large, inactive clump, only to have them swallowed by the metal.

"I know, right?!" exclaimed the alicorn, "We have magic resilient stones and metals in Equestria, of course, but nothing on this level! I never got to figure out exactly what allows vibranium to do this!"

Shuri thoughtfully prodded the chunk of vibranium with her hand, noting, as Tony had before her, that the metal was still cool to the touch. "My guess would be that it has something to do with the metal's ability to absorb vibrations and kinetic energy. The metal's nearly impossible to damage or break through conventional means."

"So that's how Captain Rogers' shield works," Twilight noted to herself, "Anyway, I haven't had the chance to test the metal's upper limits for absorption. I don't know how much your brother told you, but we jammed a shard into King Sombra's horn, and it held back the full power of his magic for a few seconds. It was destroyed by the massive surge we used to defeat him, though."

"Interesting," said Shuri, "But like you said, those magical feats can't be accomplished by just one pony. They took special circumstances. Plus, that was a fairly small amount of vibranium."

"Another thing," said Twilight, "I'm not sure if the metal absorbs ambient magic in the air. It can absorb passive magic, like when I try to levitate it. Watch." She fired up her horn, trying to levitate the chunk of vibranium off the worktable. It became surrounded by her magical aura for a couple of seconds, but didn't shift from its position despite Twilight pulling on it. The magenta glow just faded away on its own. "See? Can't even move it."

"Hm," said Shuri, "That should create some interesting questions to answer."

Twilight was about to replied when a series of footsteps came from the stairway above them. From the top descended a white-skinned man with short, straw-colored hair, wearing a neat suit. In his hands, he carried a few sheets of paper.

"Shuri, there were a couple things I wanted to-" he stopped as he looked up, noticing Twilight for the first time. He stared at the alicorn for a couple seconds, before throwing up his hands. "You know what, that's enough for me. I'm gonna go lie down." He turned around and retreated the way he'd come.

"I'm guessing that was Agent Ross?" asked Twilight.

"Yes," said Shuri, laughing, "Oh, we have a lot of explaining to do."


	13. Storms Blow Over

**(Takes place immediately after the MLP movie.)**

* * *

 **Equis, Canterlot**

Despite the Festival of Friendship managing to go on, despite recent events, Songbird Serenade giving her all for her performance, and everypony generally having a pretty good time, one indisputable fact remained:

Canterlot was in ruins.

Everywhere one looked, chunks of brick and stone lay shattered in the streets. Loose pieces of confectionary food were strewn across multiple houses, drying and sticking to any surface they could. The weapons of the Storm King's armies were scattered from space to space, sometimes even stabbed into the rock itself. The metal cages that had once imprisoned Equestria's citizens lay discarded around the city, some shattered in order to release the ponies trapped within. At the foot of Canterlot Castle lay a small pile of rocks, and if one looked close enough, they could see, etched into the stone, the features of the Storm King, once the scourge of Equestria, reduced to a lifeless pile of rubble.

Tony whistled at the sight. "Poor guy. Still, I'd say it was more his fault than anything. You know it wasn't yours, right?" he turned to the side.

Twilight nodded somberly. "Yes. There was nothing I could've done at the time. But...I wish we could've saved him. Or done something for him."

"You try the best you can, but in the end, saving everyone is an impossible dream, Twi," said Tony, putting a comforting hand on her wing, "A beautiful one, but still impossible. You just have to save as many as possible."

The two looked up at the rest of the town, where cleanup efforts had begun. The Avengers, summoned in the wake of the Storm King disaster, had responded with alacrity, rushing to the world across the cosmos to assist their friends with fixing up the mess leftover. Twilight smiled happily at the sight. This proved to her the depth of their friendships, how the Avengers cared enough about them to do whatever they could to help.

Scott in particular had been quite useful, using the spare shrinking disks he had in reserve to miniaturize the biggest pieces of rubble down to the size of insects. Once those had run out, he'd gotten to moving away the regular-sized pieces alongside T'Challa, Natasha, Bucky, and Steve. The heavy lifting was left to those who could handle it, mainly Thor, Vision, and Rhodey, though Tony had helped a bit before moving to Twilight. Wanda's powers were coming in handy as well, especially since she could force the smaller cracks to seal up telekinetically. The rest of the damaged structures, mostly the ones that were in danger of crashing down, were held in place by Spider-Man's webbing until construction crews could get them out of the way. All the ponies, as well as their new allies from across the world, were lending helping hooves, hands, or whatever too.

"Thanks for bringing everyone," said Twilight, "We could handle this ourselves, but you get it done so much faster, you know?"

"Yeah," said Tony, pouring himself a glass from Applejack's stash of cider, which had miraculously survived the carnage, "Now why don't you tell me what's really bothering you? The stuff you almost wrote about?"

"What? Nothing's bothering me, I..." Twilight started, but found she couldn't finish. Tony gave her a sympathetic look as her eyes started to water, and large tears began to drip down the pony's face. Tony put down his mug and hugged her, letting Twilight cry into his shoulder.

"I failed friendship itself!" Twilight wept, "I tried to get all of the others to just ignore everybody, even though they could've saved us! I took advantage of the hippogriffs and tried to steal their pearl! All because I didn't think they'd help us! Because we were outside of Equestria, I just dismissed everybody! I don't deserve my crown! I-"

"Hey, hey!" Tony interrupted her, putting both hands on her wings and pulling her so that she faced him, "Don't ever say that, okay? Out of everybody and everypony I've ever met, none deserve the title of Princess of Friendship like you. Never say that about yourself."

"But I-"

"Twilight, you had a bad day. You got thrown off, and you freaked out. It happens to the best of us." Tony hugged Twilight close again. "I know you get anxious. I know you tend to jump to the worst of conclusions. Heck, you told me that yourself. You let your fear get to you, but that's okay. I've done stupid stuff like that. I once gave my home address to a terrorist on live TV, just because I was pissed over my friend getting hurt. It didn't end well. What's important is that you take what happened this time and use it. Learn from what you did wrong, and do better tomorrow. You've done that before, right?" Twilight nodded sadly. "Good. Then this should be no different."

Twilight took a couple of deep breaths, managing to calm herself at least a little. She was immensely thankful for friends like Tony at times like this, when she needed them the most.

"Thank you, Tony," Twilight replied, hugging him closely.

"Eh. Call it my payback for you pulling our heads out of our butts," said Tony, laughing to himself.

* * *

Not too far away, a similar conversation was taking place.

"I hope you aren't too angry at Twilight," said Steve, as he heaved a large chunk of brick out of road and placed it in the designated pile.

"Of course not, sugar cube," said Applejack, bucking another piece apart so it could be moved more easily, "Ah forgive her, it's what we do. But..." She looked down forlornly. "Ah still can't understand. Why-"

"Why did she believe nobody outside would be willing to help?" asked Steve. Applejack nodded. "Well, from what I gather, Twilight seems to have a lot of anxiety problems. She freaks out about illogical things."

"Ah know. Ah've seen her do that before," said Applejack, "What with the whole friendship report incident and all. But Ah still can't understand it. What makes her go nuts over certain things?"

"Well I don't have anxiety, so I can't say for certain, but it seems like she's afraid of failing those who depend on her. Or of losing control of the situation she's currently in. But you know she doesn't intentionally get upset over tiny things and make them into giant problems. She can't help herself. Everybody has habits like that."

"Yeah, Ah guess," replied Applejack, "Bein' the Element of Honesty sometimes makes me too honest if ya know what Ah'm sayin'. Maybe if we'd talked to Twilight about it, things wouldn't a gotten so out of hoof."

"Then you know what to do next time," said Steve, "And besides, everything turned out alright in the end, didn't it?"

"Yeah. The Storm King's armies are gone, Equestria'll be safe for a while. At least Ah hope so. Maybe next time, y'all can actually help us with the crisis we gotta deal with."

"Maybe we should look into finding some kind of alarm and sticking it on the portal, or something."

* * *

With the majority of the cleaning done, the mismatched heroes of two worlds sat in a circle in the center of Canterlot for break time.

"Avengers, we can't thank you enough for coming to our aid once again," said Celestia, giving a small bow, "We are forever in your debt."

"Eh, it's not that big a deal," said Spider-Man, "Now if we'd been here for the whole Storm King fiasco, that would be another story."

"Yeah," said Natasha, "It's a shame we missed out. The invasion would've been over in about five seconds if we'd been there."

"I know! I didn't even get to use my best quip ever! 'Oh, you're the Storm King? That's cute. We have a god of thunder.'"

Thor smiled proudly, thrusting his hammer towards the sky and causing a small handful of black clouds to swirl.

"Regardless of our grandstanding," Vision interrupted, "We do apologize for not being here to help."

"It's alright," said Rainbow, "We got along just fine. Didn't we, everypony?"  
"I ain't a pony, but I gotta say, we didn't do half bad," chimed in Capper, a smug smile on his face.

"Right? We came, we saw, we kicked their butts! It was awesome!" cheered Princess Skystar, jumping up and down.

"I'm just glad this whole mess is over-wait a minute," Rarity interrupted, "Has anybody seen Tempest?"

"Oh, yeah! The unicorn you were telling us about," said Tony, "Where is she?"

"She was helping me with the cleanup," said Twilight, getting to her hooves, "Where could she have gone?"

Remarkably, it didn't take a very long time to find Tempest. She was sitting in the shadow of one of the remaining marble columns, alongside Grubber, facing away from the group at large.

"I don't want to..." Tempest protested weakly.

"Aw come on, girl! If them ponies were willing to forgive ya, surely these guys who ya never met will!"

"But I...I..." Tempest searched for some sort of excuse, some reason to stay hidden in the shadows, but couldn't find one. Grubber placed one of his paws on her shoulder, and Tempest slowly turned around to face the Avengers and the ponies.

"Um...hello," she finally said, with a small wave of her hoof, "I'm...Tempest Shadow."

"You mean Fizzlepop Berrytwist!" yelled Pinkie, bouncing over to the unicorn and throwing her front legs around Tempest's neck, "Tell me, is that just the greatest name ever or what?!"

A few of the Avengers (Spider-Man in particular) couldn't help but snicker at the name. This actually helped Tempest relax a little, as she reasoned that if they weren't arresting her on sight now, they probably wouldn't.

"Well, you might as well just call me Tempest," she continued, squirming out of Pinkie's grip, "I've gone by that so long, it'll be kinda hard to break the habit."

"Yeah, and it sounds so much more bad-ass!" chimed in Grubber, chomping down of one of his many pastries, "Name's Grubber, by the way."

Scott looked with a perplexed expression at the hedgehog-like creature. He retracted his helmet into his suit. "Uh, have we met before?" he asked, "You sound kinda familiar."

Grubber looked him over. "No, I think I'd remember meeting a hairless ape in red leather," he replied sardonically, "But seriously, I don't think so."

While Scott glared at him, Twilight came up to Tempest. "You know you're welcome among our friend circle, right?" she whispered to the scarred unicorn, "You saved my life. You're not that mare who just served the Storm King no matter how horrible you had to be."  
"I don't know, Twilight," replied Tempest, "I mean, you said these are real heroes. These are the ones who stop ponies like me. How can I stand in front of them like this?"

"Hey," came a voice from behind the two talking ponies. Tempest turned around, finding Bucky standing there, his metal arm gleaming. Standing next to him were Wanda and Luna. He laid on palm on Tempest's shoulder, getting down on his knees to look her in the eye.

"If you've done bad things, things you wish you could take back, and now you want to find a way to be better," he said calmly, "You're in good company with us."

"You are a pony. Surely you know the stories of my fall as Nightmare Moon?" added Luna, giving Tempest a sympathetic smile.

"I started on the wrong side," Wanda piped up, "But I moved past it, and now I'm better than I was. You can do the same, I'm sure."

"A lot of us have committed actions we regret," added Natasha, "You're not alone among us."

Tempest looked around, seeing that the others were all giving her encouraging looks. This was despite how she'd ruthlessly attacked Canterlot, transformed three of Equestria's precious princesses to stone, helped create so much destruction, all in the name of the cruel Storm King. And yet here they were, offering her a chance to be their friend. Tempest thought back to the speech she'd given Twilight, talking about how pointless friendship was. For the first time, she could see how truly wrong she'd been.

"Thanks, everypon-er, everybody," she said, giving a genuine smile.

"So," said Tony, commanding everyone's attention, "Anybody want to hold a leftover party once we're finished cleaning up?"

"OOH! Me me me me me me me me!" exclaimed Pinkie, jumping up and down like a mare possessed.

Twilight smiled happily. If this escapade had taught her anything, it was that friends would always be there for you, and you can find friends in places you never would've expected. Even as the Princess of Friendship, she still had things to learn about the subject.


	14. Anger Management

**Equis, Ponyville**

As he once more walked down the barren path leading towards the edge of the Everfree Forest, Fluttershy's cottage coming into view, Bruce Banner thought, not for the first time, that it looked like something straight out of a children's book. Then again, this entire planet looked like something out of a fairy tale, so it fit pretty well. With the multitude of woodland creatures surrounding it, including several deer and one large brown bear, the home of the pegasus would've been a child's dream come true.

Speaking of the animal caretaker, Fluttershy was busying herself by filling all the birdhouses with seed, humming to herself as she did so. Bruce smiled at the sight. Fluttershy always managed to bring out a feeling of peace in him. And thanks to the Other Guy, he needed those as often as possible.

"Hi, Dr. Banner," said Fluttershy, "I'm glad you could make it today. A-as long as it doesn't inconvenience you..."

"No worries, Fluttershy," replied Bruce, "I'm basically crashing on Tony's couch full time, I don't have many obligations." Realizing how that could come across, he hastily added, "Not that I don't enjoy your company, of course!"

"No, no, I understand you didn't mean that. I don't get easily offended," insisted the pegasus, "I just need to finish feeding everyone, and then we'll go inside to have our tea."

"I could help with that," replied Bruce, grabbing some of the bundles next to her, "Make it go by a little faster." He unwrapped one of the packages, discovering it contained fresh salmon.

"Oh! That's for Mr. Bear," Fluttershy said, pointing to the massive brown bear, "He gets grumpy if he doesn't get his food fast enough. I try to teach him the value of patience, but he just won't listen."

Bruce tossed the fish over to the bear, who caught it in his vice-like jaws, swallowing it down with glee. Galloping over to Bruce, the startled physicist was enveloped in a literal bear hug, and grunted at the squeezing pain.

"Mr. Bear! What have I said about hugging other creatures too hard?!" Fluttershy admonished, giving the bear a scolding look. With a sheepish frown, he released his grip on Bruce, letting the physicist catch his breath.

"W-well, I can cross that one off my bucket list," said Bruce, with a laugh.

* * *

Soon enough, the two friends were seated comfortably in Fluttershy's cottage, drinking warm tea. Bruce was also struggling not to laugh at Angel constantly making 'threatening' faces at him, considering the rabbit was smaller than the Hulk's big toe. Fluttershy gave Angel a glare of disapproval in return.

"So, I've been meaning to ask. How'd you learn to manage the Hulk?" Fluttershy piped up, knocking Bruce out of his thoughts.

"Well, at first I tried to just never get angry. Or, to be more specific, I tried to stop my pulse from ever going high enough to trigger the transformation." Bruce shrugged. "Suffice to say, it didn't exactly work. Something always came up. Whether it was me getting beaten up, or me getting shot at-y'know what, a lot of it involved me in pain in some capacity." The empathetic pony gasped at the thought.

"I then tried a different approach. I tried to train myself, get my body more used to getting angry or scared. Make it so that emotions wouldn't raise my pulse so much. I tried to be always angry without getting riled up. It sort of works, and now I can trigger the transformation when I want to, but it still happens outside of my control. When I make it happen, it's like the Hulk and I both have a hand on the reins , but when it just occurs, he shoves me out of the way and drives our body."

"I can't imagine that's particularly pleasant," replied Fluttershy, "The one time I changed, while we were trapped in a magic comic book, it was still me, but it was like my temper was pushed to the extreme. You're saying the Hulk's like a completely different being from you?"  
"Yeah," said Bruce, "And he's frequently not happy with me. If I don't change for a long time, he starts to get restless, and I hear him grumbling in my head. It's a nightmare. And I can't just let him out, because no matter what's happening around him, he just breaks everything within reach." The physicist looked down somberly. "I don't know how to fix it."

"What if there was a way you could talk it out with him?" Fluttershy asked, "What if you could come to some kind of deal? Then you might not have so many problems."

"Pfff. Yeah right. The Hulk doesn't care about anything but smashing. It's all he does. The only thing he would accept would be me locked in the trunk for the rest of our lives, and him driving all the time. He's just rage. Even when I do trigger the change, I just sorta aim him at bad guys, and trust everyone else to get outta the way. He's not a hero."

"I don't think that's true. You said you don't see everything he sees, so you probably don't recall, but during our battle in the Crystal Empire, he actually remembered me. He protected me. He knew I was his friend. He can't be all bad."

Bruce sighed to himself. "I wish I could believe that, Fluttershy. I really do. But being the Hulk has brought...well, it would be a lie to say it's never done anything good. He's an Avenger, after all. But...I don't know if there's any chance we could ever form any sort of...compromise."

"Are you sure that's what the Hulk wants?" asked Fluttershy, "All he wants is to break things? What if he just wants to know some of what you know? Peace, and friendship? What if he's just violent because people keep attacking him, and he would be kind if he had the chance?"

Bruce sighed. He'd be lying if he said he'd never thought about the Hulk in that capacity. Most of his rampages had been triggered by people shooting at him (Thanks, Ross). His first transformation was an exception, but that had been the birth of the Hulk. Maybe the other guy was just scared, and didn't know what anything was yet. But could the Hulk really be tamed? He'd shown in the past that he wouldn't harm certain people, but he wouldn't really act chummy with them, either. Not even Natasha.

Bruce's mood grew more somber, as he recalled the time he'd attempted to shoot himself in the mouth, just to end the painful existence of living with the Hulk. He couldn't bring himself to tell Fluttershy about it, not wanting to break her heart. At that point, life with the Hulk had felt hopeless, like a nightmare he'd never wake up from. But when the Avengers had come along, not only had he found friends for the first time in so long, but he actually found a purpose as both the Hulk and Bruce Banner. And even then, he'd never truly 'reconciled' in any way with the Hulk, or come to terms with it in any way. Part of him believed Fluttershy was being naive to suggest that such a thing was even in the realm of possibility, but another part, the part that'd never given up hope, wanted to accept her idea.

"I...I'll see what I can do, Fluttershy," he finally settled on. It was a non-committal answer, but it was all he had at the moment.

"I think that's all we can do," replied the pony.

* * *

 **Sorry this chapter's so short.**


	15. The Gathering II

**Equis, Manehattan**

Manehattan at night was a rather sharp contrast to the city during the day. Where the streets would normally be packed with ponies rushing here and there, now they were practically abandoned. The occasional drifter wandered across the sidewalk, and taxis remained in operation to shuttle tourists across the town, but for the most part, the streets were quiet. At the entrance to an apartment, two ponies, one a blue pegasus stallion with a four leaf clover Cutie Mark, and one a pale orange earth pony mare with an umbrella Mark, were currently wrapped in an affectionate embrace, though one seemed to be enjoying it a great deal more.

"Oh, honey, I'm so sorry you have to rush back out for the rest of your business trip!" Lucky Day moaned, as he hugged his wife, "And when you just got back into town, too! Such a shame!"

"Yes, er, dear," grunted Rain Shower, squirming in his grip, "I really must be off, though..."

"Oh, just a bit longer!" protested Lucky Day, "Promise you'll keep writing to me, my beloved! Every moment we are apart is like Nightmare Moon ravaging my soul!"

"Yes, yes, I promise," answered his wife, finally wriggling her way out of her husband's grip, "I'll be back in a couple days, don't worry." She hailed a taxi. "I love you, dear."

"I love you too, my darling!" Lucky Day shouted after the retreating taxi.

Once her 'husband' was out of sight, Rain Shower's expression instantly shifted from an exaggerated smile to an annoyed frown. The pony pulling her taxi attempted to make conversation a few times, but a sharp glare from the mare silenced him. Pulling up at the Manehattan train station, Rain Shower paid for her ride and disembarked. But she made no move to board any train.

Instead, Rain Shower scurried behind the station building, a place where she was sure to be alone. With a sigh of relief, she relaxed the illusion spell, as her eyes turned from blue orbs to shocking green, with snake-like slit pupils. Her orange coat faded to black exoskeleton. Her legs doubled in length, with numerous holes appearing around the bottom near her hooves. A pair of fly-like, membranous wings extended from her back, and a jagged, spiraling horn erupted from her skull. Her teeth sharpened into long fangs, and her mane stretched into long blue hair.

Her transformation complete, Queen Chrysalis took off into the night.

"Who'd have thought one such as I would one day be reduced to this?" she grumbled to herself as she flew, "Impersonating the partners of lovesick ponies just to feed on that sweet but insipid affection they secrete? How could it have come to this?"

She knew exactly how this situation had come about, of course. She just hated to acknowledge it. It was all because of those infernal ponies, who'd thwarted her plans time and again. First, her impersonation of the Princess of Love shortly before her wedding had even fooled Celestia, but not that pest Twilight Sparkle. Even with that purple eyesore and her friends defeated, Cadence and Shining Armor's love had proven just too much for her and her changelings to take, sending them miles away from Canterlot.

Chrysalis, wiser from her previous defeat, had waited in the shadows, biding her time, until she'd figured out the weaknesses of Twilight Sparkle and her friends. And the plan had succeeded so gloriously, capturing Twilight, her friends, Celestia, Luna, Cadence, and Shining Armor! Everything was perfect, and ultimate victory was in Chrysalis' grasp!

And then Starlight Glimmer had come along. That foolish unicorn Chrysalis had dismissed as inconsequential had allied with that traitor Thorax, and had completely decimated the hive. Thorax and the rest of the changelings were now 'sharing' love (the very thought of it made Chrysalis sick), instead of acting like warriors and claiming it for themselves. They'd rejected her leadership, and she had not one soldier to her name.

Even Chrysalis' latest plan had ended in failure. By utilize dark, forbidden magics, she'd created copies of Twilight Sparkle and her friends, intending to have them replace their doppelgangers and destroy Starlight Glimmer. Upon learning of the ponies' precious Tree of Harmony, Chrysalis had allowed herself to believe she'd finally won. But not only had her clones proven themselves incontrollable imbeciles, they'd been disintegrated by the Tree of Harmony, and Chrysalis knew the same fate could easily befall her if she tried to attack it alone. She'd fled, and had been fleeing ever since.

Chrysalis soon found her brooding interrupted by a massive shadow crossing over the moon behind her. She swung her head around, discovering a gigantic, quadrupedal, winged beast flying above her, the details hidden by the shadows, but she could see for certain that its legs ended in massive, furry paws, not hooves. This creature was no pony.

Chrysalis screeched in a combination of fear and rage, igniting her horn and launching several bolts of sickly green magic towards the creature. She dived down towards the ground, aiming for a nearby clearing, without even bothering to make sure she'd scored a hit. She scurried behind a tree, taking a cautionary glance behind her. There was no sign of the beast, but the massive thump to the side told Chrysalis that she hadn't completely evaded it.

The changeling queen slowly turned her head, finally discovering the true identity of her stalker. The beast was gigantic, with the paws and lower body of a lion, covered with a thick layer of reddish-purple fur. A pair of massive eagle wings stretched out from its sides, but the head was that of a pony mare. She wore a thick headpiece with bits of golden jewelry added. The eyes had similar slits to Chrysalis herself, but they were a deep yellow. Chrysalis gulped as she recognized the beast from legends she'd heard in the village of Somnambula. It was the immortal Sphinx.

"Found you," growled the Spinx, lowering her head down to Chrysalis' level. Her sharp fangs glistened in the moonlight, and the changeling could tell she'd be swallowed whole if the monster were so inclined.

"What do you want from me?" Chrysalis spat at the Sphinx, crouched into a defensive position, her horn still glowing with power, "I don't even know you..."

"Nor I you," replied the Sphinx, "But I know someone who's very interested in you, insect." Sphinx reached towards her neck, revealing a necklace with a strange, oval-shaped stone on it. She tapped the stone with one paw, which glowed with a brilliant blue light. Chrysalis had to shut her eyes to block it out.

Suddenly, a swirl of sparks appeared in the air next to Sphinx, as the air itself seemed to contort. Within the circle of yellow sparks, a hole, or perhaps a portal of some kind, formed out of nothing. Chrysalis didn't get a chance to look at what was on the other side before a strange, bipedal creature stepped through. It had metallic, silver-colored skin-no, that was just a suit of armor-covering its entire body, and the face was a grimacing mask of determination. It wore a green cloak, complete with a hood, over the shoulders and head.

"Queen Chrysalis of the changeling hive," said the creature, "Now queen of nothing."

Chrysalis hissed in fury. "Who are you, that you would dare to speak to me so?!" she snarled, baring her fangs, "What manner of beast are you?!"

"My name is Victor von Doom," said the armored being, "You may refer to me as Dr. Doom. I come to offer you a position. Working for me."

"Serve you? HA!" Chrysalis threw back her head and laughed, "I may be an exile from the changeling hive, but I am no servant! Certainly not to the likes of you!" With a grunt, she powered up her horn, and fired, aiming for Doom's head.

Sphinx moved, as if to protect the doctor, but Doom raised his hand, signaling her not to interfere. With his other hand, he summoned a transparent shield of green energy, blocking Chrysalis' blast completely. The changeling queen screeched again, recklessly diving forward to try and impale Doom with her horn. More sparks of eldritch magic flowed from Doom's fingertips, and they gathered together to form a massive black hand in midair. The disembodied limb slapped Chrysalis away, and with a snap of his fingers, Doom summoned green bands of light that seized Chrysalis by all four legs, as well as her horn, forcing her into a crucifixion position in midair. The changeling struggled for a few seconds, until Doom made a sign in the air,making the bands tighten to a painful point.

"As you can plainly see, your powers are no match for mine," Doom stated calmly, even as the changeling struggled in the binding he'd created, "Now, will you listen to my words, or shall I dispose of you?"  
Chrysalis tested the bounds holding her, finding she couldn't even slightly budge them. Whatever magic they were composed of, they seemed to shut off her own, as she couldn't ignite her horn to blast them off. Even shapeshifting didn't work in her current predicament. She sighed quietly to herself. What more did she have to lose?

"...yes," she grudgingly replied.

"Excellent," replied Doom, "Now, I come from a world very far away from your own. I have been scouting out your planet Equis for a large amount of time, attempting to gain as much knowledge as possible for my own objectives. I met Sphinx here some time ago, and she has entered my employment, giving me vital information."

"Anything to get a chance at revenge on that vile Somnambula," hissed the Sphinx.

"Now," Doom continued, "I have a plan to utilize with magics of this world for a grand purposel However, after discovering that this world has its own over-zealous defenders, in the form of the foolish princesses, and those Elements of Harmony, I find myself requiring more assistance in order to deal with them. I believe you would fit the profile quite well, Queen Chrysalis."

"What's in it for me?" Chrysalis spat, angry again.

"Oh, come now, Chrysalis," laughed Doom, "A chance at revenge on those who previously ended your ambitions? You hate Twilight Sparkle, don't you? You hate Starlight Glimmer? You hate...Thorax? What more could you want?"

Chrysalis' teeth tightened at the mere mention of those names. Sparkle, who'd been the only one who realized something was amiss while she was disguised at Princess Cadence. Glimmer, the one who'd managed to escape capture through a stroke of sheer luck. Thorax, who'd betrayed the hive out of some misguided and idiotic affection for ponies, who'd stolen her hive and her army from her. Yes, she hated them. She'd give anything for a chance to make them suffer, to inflict the same agony she'd felt on them. She didn't even care if she gained nothing from her revenge, she just wanted to punish them.

"Yes," she finally answered, "I hate them. I DESPISE them."

"Good," replied Doom, "Then I believe you will take joy in my offer. Work for me, aid me in my goals, and obey all of my commands and I personally guarantee that you get your chance at vengeance. You will regain your control over the changeling hive, and I will give you all the love you require to feast upon. Deal?"

Chrysalis thought it over. On the surface, it seemed almost too good to be true. The chance to exact revenge on every single creature that she loathed, the opportunity to regain her status, and all she had to do was submit to the authority of this Doom? What did that even cost?

Her answer came rather quickly: her pride. Chrysalis hated being subservient to another. The thought of submitting to Dr. Doom, following his every order, was sickening to her stomach. On the other hoof, she was being promised the return of her autonomy once the affair was over with. Was her pride really worth holding onto if it cost her this golden opportunity?

"Agreed," she answered, after about a minute of internal debate.

Beneath his metal mask, Doom smiled maliciously, snapping his fingers again. Chrysalis was released from her bonds, dropping her onto the ground. He extended a hand towards the changeling.

"I look forward to doing business with you," he said, his deep brown eyes boring into hers.

Chrysalis put her hoof in his palm. She hoped she was making the right decision.


	16. Runaway

**Earth, Avengers Compound**

Tony groaned again as he wiped his face with his palm. This was a nightmare. A complete and utter nightmare. Not like Ultron or Loki had been a nightmare, but one of those annoying nightmares that would remain stuck in his head for the rest of the day and set him on edge for the entire time, driving him completely nuts. It almost made him wish there was some super villain to punch in the face so he wouldn't have to think about it. Almost.

"I'm gonna ask you one more time, Stark," Ross growled, glaring directly into Tony's eyes, "Where's Banner?"

"Dunno. Why don't you check under the couch cushions?" Tony snarked. At least he got the satisfaction of watching Ross' face turn purple with fury. That never got old.

"You're skating on thin ice, Stark," he grumbled.

"Mr. Secretary," Rhodey cut in, not even bothering to shoot Tony one of his patented 'dude, come on' looks, "May I point out that Bruce hasn't violated the Accords? There's been no Hulk sightings since Sokovia. And he's never even been given the option to sign or not-"

"Colonel Rhodes," Ross interrupted him, "Let me explain something to you. You're a soldier. When I want your opinion, I'll order you to have it. That's how it works."

"Oh, that's not petty in any way," Vision sardonically chimed in, from his reading spot in the armchair. Tony smiled brightly. Vision's little bursts of sarcasm reminded him so much of Jarvis.

"Shut up, android. You're lucky I don't have you decommissioned and dismantled."

"Look, Ross, did you just come here to threaten us with stuff you don't actually have the authority to do, or do you actually have any proof that Bruce Banner is or was here?" Tony interrupted, "Because if not, I'd really like to get back to polishing my armor."

Ross gave Tony another glare, before looking around the compound one more time. His men had searched the entire area, and there'd been no evidence that Bruce Banner had ever been present. He grudgingly admitted to himself that this was another lost cause.

He jabbed his index finger directly into Tony's chest. "I will find out where he went," he promised, causing Tony to give another bored yawn. Ross started to walk towards the exit, only to stop upon seeing a large mirror, with a diamond embedded in the frame. "What's this?" he asked, poking the object.  
"What, you've never heard of interior decorating?" Tony joked again, managing to keep his face neutral at the same time, "Get outta here."

Ross gave Tony one last glare, before storming out of the building.

Rhodey sighed to himself. "This is a mess," he complained, rubbing his eyes.

"That much is apparent to all of us," replied Vision, "Tony, perhaps we should inform-"

"Yeah, yeah, I know," Tony cut him off. He walked over to the bookshelf, grabbing a large, red, unmarked volume. Taking a pen, he turned to a blank page and began to write.

 _Twilight; There's been a rather depressing development. I'm gonna need you to get in touch with Steve..._

* * *

 **Equis, Ponyville**

Twilight, Fluttershy, Rarity, Natasha, and Steve waited with baited breath, watching the other transport mirror. Nobody spoke, out of an illogical fear of somehow making this situation worse than it already was. Not that this was a disaster of any sort, but it was still unpleasant. The torturous waiting finally paid off as a blue beam launched from the mirror's diamond, forming a portal in midair. Tony walked in, his expression rather disheartening.

"What happened?" Twilight asked, worried.

"Leave nothing out," Natasha added, her voice tense. Rarity shivered at her tone. As friendly as the spy was, the Black Widow as still a trained assassin and fighter. That woman could be scary when she desired.

Tony groaned, covering his forehead with one hand. "Ross must be spying on us," he answered, finally, "Somebody must've spotted Bruce walking around the compound. Next thing we know, Ross and his goons show up, and strip the place clean looking for him. Don't worry, Friday wiped all the footage," he added at their concerned looks, "But maybe we shouldn't use the compound for visits, at least for a while. Ross will be watching us closer now."

Twilight sighed to herself. She'd never had the misfortune to meet Secretary Ross, and it was something she hoped wouldn't change. He sounded worse than Chancellor Neighsay had been. It was like he was determined to punish the Avengers for the heinous crime of trying to help people. She'd never understand it, especially having met the Avengers in person. That didn't even include the things he'd done to poor Dr. Banner.

"What about Bruce?" Natasha asked, her voice impatient, "Where'd he go?"

Tony gulped. This was the part of the conversation he'd dreaded. "He...took one of the Quinjets. He must've put it into stealth mode, because we haven't been able to track it." He pulled out his satellite scanner, showing them a map that led from the Compound, over the ocean. "We lost his signal in the middle of the Atlantic. He did leave a letter." Tony dug out a folded piece of paper from his pocket, marked with what was clearly Bruce's surprisingly neat handwriting. "It's addressed to all of us."

Steve took the note, his critical blue eyes going over it quickly. Like everything Bruce Banner ever wrote down, it was short, and to the point. He apologized for leaving, but felt that his presence was putting the team in greater danger. The odds of the Hulk getting loose on the Compound were just too great, he believed. It was better he leave now than Ross discover him, try to force him to sign the Accords, or some such disaster. He also warned them against letting Ross learn about the contact with Equestria, reasoning that nothing good could come out of it. Tony had scoffed at that, seeing how obvious it was. There was little Steve couldn't have predicted in the letter.

"How did he have access to the Quinjets?" Steve demanded, passing the letter to Natasha, "Friday didn't sound an alarm, or anything?"  
"I gave him full clearance to the entire facility," Tony argued, "We all trusted him, there was no reason not to."

"Tony, you knew where he was the last time," Twilight started, hope forming in the alicorn's purple eyes, "Maybe you could...if he went back to that cabin-"

Tony shook his head. "He won't go back there," he said, firmly, "Bruce is way too smart for that. He spent half a decade avoiding Ross and the military, it won't be hard for him to disappear again. I only knew where he was because he contacted me. I...don't know if I could find him on my own."

"You said something else," Natasha interrupted, not even to taking her eyes off of Bruce's note "About Clint and Scott? We haven't heard from them."

"They couldn't take being on the run anymore, being cut off from their families," Tony replied, somber, "Clint's family was in too much risk of exposure. They ended up making deals. They're both under house arrest. Clint got the worst of it, he'll be in there for years."

Everybody (and everypony) was silent. There was nothing to be said for the predicament at hand. Three of their friends were currently out of reach, two being punished for trying to do the right thing. And Bruce had intentionally left them, even as he was trying to help them. Even if they found him, or if Clint and Scott served their sentences, when would they ever join this friend circle again?

The thoughts of all those present were interrupted by a quiet sniffling noise. Tony, Steve, and Natasha looked down to see Fluttershy weeping quietly, the pegasus wiping away a few tears with the tips of her wings. She was clearly attempting to suppress the sounds of her sadness, trying to keep the others from noticing, but she wasn't succeeding.

"Fluttershy, darling, what's wrong?" asked Rarity, walking over to her fellow Element Bearer and placing a comforting hoof on her wing.

Fluttershy sniffed a few times, trying to keep all of her emotions inside, but it proved too much for her.

"Why did Dr. Banner run away?!" she cried, throwing herself into Rarity's embrace, "He's our friend! We don't care if he becomes the Hulk, he'd never hurt us! Why would he just throw all of this away?! It's not fair! He'll be all alone again...he'll be so lonely!"

Rarity said nothing in response, holding Fluttershy as she cried into the unicorn's mane. She was accustomed to such emotional tidal waves from the mare, of course. Fluttershy, being the Element of Kindness, was naturally the most empathetic of the Element Bearers, and seeing another creature suffer always brought tears to her eyes. Bruce's situation had brought all of those feelings to the surface for her, and poor Fluttershy was just too vulnerable to them. It was even worse that she'd found a kindred spirit in Bruce, and a friend she had a surprising amount of things in common with.

"Fluttershy," said Natasha, getting down on one knee, "Look at me." She placed her hand on the pegasus' wing. Fluttershy hesitated for a moment. She'd always been nervous around the spy, but she mustered up her courage and finally locked eyes with Natasha.

"Bruce..." Natasha started, seeming to lose her words for a moment, but quickly finding them again, "Bruce is probably the exact opposite of the Hulk. He wouldn't hurt a fly if he could help it. But the thing is, he puts the needs of other people ahead of himself. He did this before, though that might've also partially been the Hulk, but that's beside the point. He's been alone before, he'll be okay for a while...but we'll find him," she hastily added, seeing the look on Fluttershy's face, "We know the guy, he won't be able to hide forever."

"But how do you know?" asked Fluttershy, despondent, "How can you be sure he's okay?"

"Bruce can look after himself," Steve insisted, laying a hand on Fluttershy, "He'll be fine, until we find him again."

Fluttershy managed a weak smile at the thought, hugging Rarity close as her tears started to dry up. Twilight looked sympathetically at her friend, as Steve and Tony led her to one of the corners of the room.

"Do you really think you'll be able to find Dr. Banner?" she asked, whispering to keep the conversation private. She trusted the Avengers, but she also knew they were sensitive to Fluttershy's emotions now, and she wouldn't have put it past them to give a comforting lie. Even Applejack had trouble being honest, if it could break the pegasus' heart.

"Eventually, yes," Tony replied, matter-of-factly, "It won't be easy, but we'll find him, Twi. I promise."

* * *

 **Sorry this development is kinda sudden, but I need it to set up the sequel to the main story. Speaking of which, I've got one more chapter I want to write before starting work on that.**


	17. Bug People

**(Takes place immediately after "Ant-Man and the Wasp")**

* * *

 **Earth, Wakanda**

Hope van Dyne wasn't a person who found herself 'weirded out' by things very frequently. In her line of work, assisting her father with his research into the quantum realm, and his size-changing technologies, she'd seen plenty of strange things. It was especially prevalent now that they, with the help of Scott Lang, had rescued her mother from decades of imprisonment at quantum size. Hope liked to believe she'd seen it all at this point.

However, if what she was being told was true, she hadn't seen anything yet.

Scott, having finally been released from his house arrest, had smuggled Hope into Wakanda with the help of King T'Challa and his Avenger friends. The two were now standing in Princess Shuri's lab, where a large mirror, which apparently acted as a functioning space bridge, had been set up. According to Scott, he'd been contacted by the alien ponies from another planet that he'd met months ago, and they needed him for a job. So he'd decided to bring Hope along for the ride.

Hope was rather...unnerved, she guessed was the closest word to her feelings. She'd seen Scott off on his original trip to the pony world, but hadn't really thought much of it. The prospect of meeting this alien species face-to-face, and communicating with them, was quite another story. It was something unheard of, even regarding the aliens who'd attacked New York so many years ago. These ponies weren't just savage, mindless destroyers, with no purpose other than killing people, they were actually intelligent. It was enough to freak her out. She was a scientist, after all. Maybe that's why Scott had asked her in the first place, knowing she'd get a kick out of it.

Hope looked over at Scott, who was sitting quietly in his Ant-Man suit, relaxing. She thought back to all the harsh words she'd had for him, after he'd joined Captain America's rogue Avengers. She considered, not for the first time, that perhaps she'd been too hard on the man. After all, he'd made no effort to involve them, he'd just been fighting for what he believed was right. On the other hand, his actions had resulted in a life on the run for Hank, Hope, and now Janet, and it didn't seem like they'd been getting out of trouble with the law anytime soon. She certainly couldn't say she was happy about that. She loved the guy, but that was a hard thing to forgive. Not that she wouldn't keep trying.

The other odd thing was that Scott had insisted they suit up for this little adventure. Hope was wearing her Wasp suit, ready for duty, but she had no idea what that duty was. All in all, she was on her way to a cross-planetary trip that she didn't know much about, and that worried her. Sure, Scott would never willingly lead her into danger, but still.

"Okay," said King T'Challa, looking up from a blue book he'd been writing in, "She says they're ready for you."

"Awesome!" replied Scott, getting up from his seat, "I promise, you're gonna love it there. We gotta find some way to bring Cassie along eventually, it'll be all of her dreams come true."

"If you say so," laughed Hope, doing one more routine check on her suit, "You still haven't told me what we're gonna do."

"That's the surprise!" Scott said, attempting to give his voice a mysterious tone to it. Hope laughed some more as the two walked up to the mirror. Whatever Scott's faults, he could always make her laugh.

King T'Challa (he'd insisted she didn't have to call him that, but she couldn't help herself) reached down to the frame of the mirror, pressing his thumb into the large diamond embedded in the arch. The gemstone pulsed for a second, before it suddenly fired a clear beam of light. When the beam hit the wall, the tip pulsed a few times, until it expanded into massive, swirling blue vortex, large enough for a person to step through.

"Well, no time to back out now," Hope mumbled under her breath, gripping Scott's hand. The two stepped forward, into the mass of light.

* * *

 **Equis, Ponyville**

Hope actually gasped as she stumbled out of the portal, nearly face-planting into the solid crystal floor. The sensation of instantaneous warping turned out to be a rather disorienting experience, something she regretted not predicting. It felt like being sucked down a giant drain and compressed into a two-dimensional shape at the same time. Fortunately, she managed to regain her footing and stabilize herself, thanks to Scott gripping her arm tightly, letting her shift her body weight so she was falling onto him.

"Easy there," Scott said, assuringly, as Hope got balanced again, "It throws everyone off the first time."

Hope took the opportunity to look around. The entire room they were in, like the floor, was constructed out of solid crystal, though it didn't look to be carved. It almost looked natural. Several shelves were full to the bursting point with books, giving the impression that this place doubled as a library. Outside the window, she could see a grassy plain with a few trees. If it weren't for the composition of the room, she'd have said it didn't look like they were on another planet at all.

Or at least that's what she would've said, had her attention not been drawn to a chair nearby, where a strange creature was sitting. In shape, it was similar to a horse, but far too small to be one from Earth. There was also the fact that it was purple, had wings, and a horn sticking out of its head. Hope could only stare in awe as the creature appeared to be reading from a book that was levitating in front of it. The book was surrounded by a magenta glow, matching one on the horn, giving the impression that the horn was responsible. Scott interrupted her thought process by loudly clearing his throat. The creature-or pony-took notice as well, putting down its book.

"Oh, hello Mr. Lang," it said, in a voice that was distinctly female, "Glad to see you made it." She then took notice of Hope. "Oh, you must be Hope van Dyne! Nice to meet you. My name's Twilight Sparkle." She got off her chair and trotted over to them. "I'm proud to welcome you to Equestria."

"Oh. My. God," Hope breathed, staring straight into Twilight's purple eyes, her arms limp at her sides in sheer surprise, "You're real. This is happening."

Scott burst out laughing, jutting Hope out of her state of surprise. "Told ya it'd be funny, Twilight," he chuckled, "Seriously, though, I had the same reaction at my first time. It's weird, but you get used to it."

Twilight gave Scott an annoyed glare. "Very funny, Mr. Lang. But I'm glad you both could make it. And so will the others."

"Scott said you needed a favor from him," Hope started, curious, "What was it?"

* * *

 **Equis, Everfree Forest**

"You dragged me out here for a babysitting job?"

"Hey, it's not babysitting! We're watching over the Cutie Mark Crusaders on a very important mission!" Scott countered, "They're looking for some rare roots for a zebra named Zecora, and the older sisters thought it would be good if we came with. You know, just so they're safe and everything."

Hope filed the fact that there were talking zebras on this planet away for later, as she was more focused on exactly why they were here. The three small ponies-the 'Cutie Mark Crusaders,' whatever that meant-were scurrying around in the woods, looking at the base of every tree. Scott and Hope had been met by them, as well as the ponies who were apparently their elder sisters, thanking Scott for agreeing to take this job. Evidently, all the ponies had engagements to attend to today, so Scott had been called in as a last resort. If Hope were honest, it seemed pretty stupid to keep her in suspense over this. Hope wasn't the best with kids.

Then again, she'd already spent some time with Cassie, and that hadn't been so bad. Maybe these little ponies would be just more of the same. They seemed a bit younger, at least going by behavior. The yellow earth pony was digging in the dirt with her front hooves, eventually uncovering one of the roots they were looking for. Hope managed a slight smile as the three fillies jumped and cheered at the sight.

"Cutie Mark Crusader ingredient finders!" they yelled.

"Hey, Miss van Dyne?" asked the white unicorn, trotting over to Hope once they'd finished celebrating, "If Mr. Lang is Ant-Man, what are you called when you're a super hero?"

"I'm called the Wasp," Hope replied, "It's the name my mom used."

"Cool! So you can shrink like Mr. Lang? And control ants?" Sweetie Bell continued to gush.

"And I can fly," said Hope, indicating her folded wings, "And sting." She fired a bolt from one her stingers, zapping an acorn off a tree.

"Wow!" Sweetie replied, staring at Hope's suit, as if trying to figure out how to make one for herself.

Hope smiled a bit at the sight. From what she could tell, ponies weren't radically different from human children when they were of comparable ages. They were fascinated by super heroes and their powers, something Scott no doubt took advantage of. She looked over at the man, who was currently entertaining Apple Bloom and Scootaloo by shrinking down to his miniature size and juggling acorns. It was easy to tell Scott was a father, given how well he managed to take care of these ponies.

"So are you Mr. Lang's special somepony?" Sweetie asked again.

Hope felt her face flush red. "Well...er...yes, I suppose so..." she stuttered. Why was this so hard to get out? Was it just the fact that she was explaining this to an alien species? Was it-

Another interruption jolted Hope out of her thoughts, this time taking the form of a low growl. She spun on her heels, instinctively activating her helmet and priming her blasters. Crouched in front of her were a number of large creatures, formed entirely out of sticks and logs, combined together to form what looked like a common wolf. In addition, two glowing green eyes were visible on the heads of the beasts, and they pawed at the ground with their wooden limbs as they snarled.

"TIMBERWOLVES!" Sweetie Bell shrieked, diving behind Hope, who blinked upon hearing that name.

 _Really? I think that's the worst pun I've ever heard. And I hang out with Luis,_ she thought to herself.

There was no time to ponder the odd names of terrestrial organisms of Equis, as the timberwolves began to advance upon the group. In any other fight, Hope would've shrank to avoid their jaws, but doing so would leave Sweetie Bell wide open to an attack. She had to find another option, and one came to her right away.

"Sweetie," she whispered, as the timberwolves continued to creep closer and closer, "You can magically levitate things, right?"  
"Y-yes," Sweetie Bell managed to get out, "But what does-"

"I need you to send that rock flying towards them," Hope continued, pointing to a small, round stone sitting in the clearing, "Can you do that?"

Sweetie still looked confused, but nonetheless, she obeyed, her horn lighting up with its greenish glow and lifting the rock. Pulling it backwards, she hurled it straight into the pack of timberwolves, who didn't even both to try and dodge the meaningless projectile.

Or rather, it would have been meaningless, had Hope not quickly adjusted the settings on her blaster and fired at the rock. Upon impact, the small stone grew to the size of a massive bolder, flying through the air and crushing the lead timber wolf, along with several of its comrades.

"Yeah! Serves 'em right!" yelled Scott, throwing his fist into the air.

Unfortunately, Hope hadn't managed to catch all of the timberwolves in one attack, as three slipped around the boulder and began their attack anew. Scott instantly shrank down, avoiding a nasty bite in the process, and bounced upwards like a rubber ball, punching through the timber wolf's jaw. the beast's head exploded into splinters, and the rest of its body collapsed shortly afterward.

As the remaining two wolves moved to attack the tiny Scott, Hope shrank down as well, extending her wings. With a few flaps, she zipped over to the beasts, firing a few stinger blasts into key joint areas. In seconds, the wolves crumbled to the ground, becoming inanimate piles of wood matter once again.

"Whoa..." breathed all three Cutie Mark Crusaders and Scott and Hope grew back to normal size, "That...was...awesome!"

In spite of herself, Hope couldn't suppress a giggle. It was admittedly kind of awesome.

* * *

 **Later**

"Hey! I said I'm okay!" Sweetie Bell protested as she was caught in Rarity's blue magic field, and held off the ground. The elder unicorn paid no heed, examining every inch of her younger sister for injuries.

"Oh, thank goodness you seem to be unharmed!" Rarity cried, dropping Sweetie and immediately squeezing her into a bear hug, "Mr. Lang! Miss van Dyne! I am forever in your debt!"

"Me too, folks," said Applejack, who was giving a similar treatment to Apple Bloom, "If y'all hadn't been there, Ah'd hate ta think what mighta happened."

"It was so cool! They got all tiny, and they were like 'Boom boom!' and timberwolves shattered! It was epic!" exclaimed Scootaloo, punching with her hooves.

"I'm sure it was, squirt," said Rainbow, patting Scootaloo's wing and trying not to look jealous.

"Ah, it was nothing," replied Scott. He turned back to Hope. "See, I told ya you'd love this place."

"You were right," Hope admitted. She could get used to this.

* * *

 **Originally, this chapter was gonna be Clint and Scott, but after Ant-Man and the Wasp, I thought this worked better.**


End file.
